Common use of General Provisions Clause in Contracts

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be construed in accordance with and governed by the laws of the State of New York. EXHIBIT D-1A April 12, 2012 To the Addressees Listed on Schedule 1 Ladies and Gentlemen: We have acted as New York counsel to International Lease Finance Corporation (“ILFC”) and the other Obligors as defined below in connection with the Term Loan Credit Agreement (the “Credit Agreement”) dated as of the date hereof among Delos Aircraft Inc. as Borrower (“Borrower”), ILFC, Hyperion Aircraft Inc. (“Parent Holdco”), Apollo Aircraft Inc. (“CA Subsidiary Holdco”), Artemis (Delos) Limited (“Irish Subsidiary Holdco”), the Lenders party thereto, Bank of America, N.A., as Administrative Agent and Bank of America, N.A., as Collateral Agent (the “Collateral Agent”). Capitalized terms used herein and not otherwise defined shall have the meanings given such terms in the Credit Agreement and the Security Agreement. This opinion is delivered pursuant to Sections 4.01(e) and 4.02(d) of the Credit Agreement. In rendering the opinions expressed below, we have examined executed copies of the following documents: (a) Credit Agreement; (b) Term Loan Security Agreement (the “Security Agreement”) dated as of the date hereof among Parent Holdco, Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco, the additional grantors party thereto and the Collateral Agent; (c) Account Control Agreement (the “Account Control Agreement”) dated as of the date hereof among the Securities Intermediary, Borrower and the Collateral Agent; (d) Intercreditor Agreement (the “Intercreditor Agreement”) dated as of the date hereof among Parent Holdco, Borrower, ILFC, CA Subsidiary Holdco, Irish Subsidiary Holdco and the Collateral Agent; (e) Collateral Supplement (the “Irish Collateral Supplement”) dated as of the date hereof between Irish Subsidiary Holdco and the Collateral Agent; and (f) Collateral Supplement (the “California Collateral Supplement” and together with the Irish Collateral Supplement, the “Collateral Supplements”) dated as of the date hereof between CA Subsidiary Holdco and the Collateral Agent. Each of ILFC, Borrower, Parent Holdco, CA Subsidiary Holdco and Irish Subsidiary Holdco is referred to herein as an “Obligor”. Each of the Credit Agreement, the Security Agreement, the Account Control Agreement, the Intercreditor Agreement and the Collateral Supplements is referred to herein as a “Transaction Document”. Each of the Security Agreement, the Account Control Agreement and the Collateral Supplements is referred to herein as a “Security Document”. We have also examined and relied upon such records and statements and certificates of public officials and representatives and officers of the Obligors and other persons as we have deemed necessary as a basis for the opinions expressed below. As to factual matters relevant to our opinions expressed below, we have, without independent investigation, relied upon the foregoing and the representations and warranties made in or pursuant to the Transaction Documents. We have not reviewed the dockets or other records of any court, arbitrator or governmental or regulatory body or agency or conducted any other investigation or inquiry or otherwise established or verified any factual matter. In such examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as certified or photostatic copies. We have assumed that the Collateral does not include any Aircraft, Engines or Parts (as such terms are defined in the FAA Act), or Aircraft Objects (as defined in the Cape Town Convention), or leases thereof or other interests therein. Except as expressly opined on by us below, we have assumed, without investigation: (i) the due organization, valid existence and, to the extent applicable, good standing of each party to the Transaction Documents; (ii) that each party to the Transaction Documents has requisite power and authority to execute, deliver and perform its obligations under the Transaction Documents to which it is a party; (iii) that each Transaction Document has been duly authorized, executed and delivered by each party thereto; (iv) that each Transaction Document constitutes a valid, binding and enforceable obligation of each party thereto; (v) that the execution, delivery and performance by each party of the Transaction Documents to which it is a party do not contravene such party’s constitutional documents, violate any law, rule or regulation applicable to such party or result in any conflict with or breach of any agreement or instrument to which such party is a party or by which such party is bound; (vi) that each party to the Transaction Documents has obtained or made all consents, approvals, authorizations, filings, registrations, qualifications or recordations with each Governmental Authority required in connection with the execution, delivery and performance of the Transaction Documents; (vii) all applicable filings, registrations, recordations or other actions necessary to perfect as to ownership or security interest (except as set forth herein) including under the Cape Town Convention have been or will be made; (viii) for purposes of the Uniform Commercial Code of the State of New York (the “NYUCC”), Irish Subsidiary Holdco is deemed located in the District of Columbia; and (ix) the accuracy and completeness as of the date hereof of the certificates and other information and statements delivered or made to us by representatives and officers of each Obligor. We have made no investigation or review of any matters relating to the Obligors or any other person or entity other than as expressly described herein. Further, we have made no special investigation of the business operations of the Obligors or any other person or entity for the purpose of identifying laws or regulations to which the Obligors or any other person or entity are subject. With reference particularly to our opinion in paragraph 3 below, we note that our representation of the Obligors is limited to this and similar transactions and that we are not generally familiar with their respective affairs or operations. We have also assumed that: (i) all applicable chattel paper (as such term is defined in Article 9 of the NYUCC) constitutes “tangible chattel paper” within the meaning of Section 9-102 of the NYUCC and is located only in the State of New York and is in the possession of the Collateral Agent; (ii) the Collateral subject to the Lien of the Security Documents exists, and each applicable Obligor has rights in the applicable Collateral and has the power to transfer its rights in the applicable Collateral; (iii) the descriptions of the Collateral contained in, or attached as schedules to, the applicable Security Documents sufficiently describe the Collateral intended to be covered by such Security Documents; (iv) the Collateral does not include any “cooperative interest” or “commercial tort claim” (as such terms are defined in Article 9 of the NYUCC); (v) for purposes of Article 9 of the NY UCC, no statute, regulation or treaty of the United States is applicable to any of the Collateral; (vi) the certificates representing the Pledged Equity Interests (used herein to mean the certificates representing the Pledged Stock and the Pledged Beneficial Interests listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) of Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco and each Pledged Equity Party listed in Annex II to each Collateral Supplement is in the possession of the Collateral Agent, together with duly executed in blank instruments of transfer in respect thereof; and (vii) the instruments representing the Pledged Debt (used herein to mean the Pledged Debt instruments listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) are each in the possession of the Collateral Agent, together with duly executed in blank allonges in respect thereof. Based upon the foregoing and subject to the qualifications and limitations set forth below, we are of the opinion that: 1. Each Transaction Document is a valid and binding obligation of each Obligor party thereto, enforceable against such Obligor in accordance with its terms. 2. The execution and delivery by each Obligor of the Transaction Documents to which it is a party does not, and the performance by each Obligor of its obligations thereunder will not, cause such Obligor to violate any Generally Applicable Law (defined below). 3. No consent, approval or authorization of, and no filing, registration, qualification or recordation with, United States federal or State of New York governmental authorities pursuant to any Generally Applicable Law is required in connection with the execution and delivery and consummation of the transactions contemplated thereby by any Obligor of the Transaction Documents to which it is a party, other than (a) those that are specified in the Transaction Documents, (b) filings necessary to create, record, perfect or maintain the security interests created by the Security Agreement, (c) those that have been duly obtained, taken or made and (d) in the case of Collateral constituting securities, as may be required in connection with any disposition of such Collateral.

General Provisions. This Assignment and Assumption Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption Acceptance may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption Acceptance by telecopy fax or other electronic delivery shall be effective as delivery of a manually executed counterpart of this Assignment and AssumptionAcceptance. This Assignment and Assumption Acceptance shall be governed by, and construed in accordance with and governed by with, the laws law of the State of New York. EXHIBIT D-1A April 12H-1 TO FOR VALUE RECEIVED, 2012 To the Addressees Listed on Schedule 1 Ladies and Gentlemen: We have acted as New York counsel to International Lease Finance Corporation (“ILFC”) and the other Obligors as defined below in connection with the Term Loan Credit Agreement undersigned, a Delaware limited liability company (the “Credit Agreement”) dated as of the date hereof among Delos Aircraft Inc. as Borrower (“Borrower”), ILFC, Hyperion Aircraft Inc. hereby promises to pay to ________________ or registered assigns (the “Parent HoldcoLender”), Apollo Aircraft Inc. in accordance with the provisions of the Agreement (“CA Subsidiary Holdco”), Artemis (Delos) Limited (“Irish Subsidiary Holdco”as hereinafter defined), the principal amount of each Loan (other than Swingline Loans) from time to time made by the Lender to the Borrower under that certain Credit Agreement, dated as of May 10, 2018 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement,” the terms defined therein being used herein as therein defined), among the Borrower, Talos Energy Inc., a Delaware corporation, the Lenders from time to time party thereto, Bank of AmericaJPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Bank of AmericaSwingline Lender, JPMorgan Chase Bank, N.A., Natixis, New York Branch, and The Toronto-Dominion Bank, New York Branch, as Collateral Agent Issuing Banks, and the other Persons from time to time party thereto. The Borrower promises to pay interest on the unpaid principal amount of each Loan (other than Swingline Loans) from the “Collateral Agent”). Capitalized terms used herein date of such Loan until such principal amount is paid in full, at such interest rates and not otherwise defined shall have the meanings given at such terms times as provided in the Credit Agreement Agreement. All payments of principal and interest shall be made to the Security Administrative Agent for the ratable account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in Section 2.8(c) of the Agreement. This opinion Note is delivered pursuant subject to Sections 4.01(e) mandatory prepayments and 4.02(d) to voluntary prepayments and to all other terms and conditions as provided in the Agreement. This Note is one of the promissory notes referred to in the Agreement and is entitled to the benefits thereof. This Note is also entitled to the benefits of the other Credit Documents and is secured by the Collateral. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. In rendering the opinions expressed below, we have examined executed copies of the following documents: Loans (a) Credit Agreement; (b) Term Loan Security Agreement (the “Security Agreement”) dated as of the date hereof among Parent Holdco, Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco, the additional grantors party thereto and the Collateral Agent; (c) Account Control Agreement (the “Account Control Agreement”) dated as of the date hereof among the Securities Intermediary, Borrower and the Collateral Agent; (d) Intercreditor Agreement (the “Intercreditor Agreement”) dated as of the date hereof among Parent Holdco, Borrower, ILFC, CA Subsidiary Holdco, Irish Subsidiary Holdco and the Collateral Agent; (e) Collateral Supplement (the “Irish Collateral Supplement”) dated as of the date hereof between Irish Subsidiary Holdco and the Collateral Agent; and (f) Collateral Supplement (the “California Collateral Supplement” and together with the Irish Collateral Supplement, the “Collateral Supplements”) dated as of the date hereof between CA Subsidiary Holdco and the Collateral Agent. Each of ILFC, Borrower, Parent Holdco, CA Subsidiary Holdco and Irish Subsidiary Holdco is referred to herein as an “Obligor”. Each of the Credit Agreement, the Security Agreement, the Account Control Agreement, the Intercreditor Agreement and the Collateral Supplements is referred to herein as a “Transaction Document”. Each of the Security Agreement, the Account Control Agreement and the Collateral Supplements is referred to herein as a “Security Document”. We have also examined and relied upon such records and statements and certificates of public officials and representatives and officers of the Obligors and other persons as we have deemed necessary as a basis for the opinions expressed below. As to factual matters relevant to our opinions expressed below, we have, without independent investigation, relied upon the foregoing and the representations and warranties made in or pursuant to the Transaction Documents. We have not reviewed the dockets or other records of any court, arbitrator or governmental or regulatory body or agency or conducted any other investigation or inquiry or otherwise established or verified any factual matter. In such examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as certified or photostatic copies. We have assumed that the Collateral does not include any Aircraft, Engines or Parts (as such terms are defined in the FAA Act), or Aircraft Objects (as defined in the Cape Town Convention), or leases thereof or other interests therein. Except as expressly opined on by us below, we have assumed, without investigation: (i) the due organization, valid existence and, to the extent applicable, good standing of each party to the Transaction Documents; (ii) that each party to the Transaction Documents has requisite power and authority to execute, deliver and perform its obligations under the Transaction Documents to which it is a party; (iii) that each Transaction Document has been duly authorized, executed and delivered by each party thereto; (iv) that each Transaction Document constitutes a valid, binding and enforceable obligation of each party thereto; (v) that the execution, delivery and performance by each party of the Transaction Documents to which it is a party do not contravene such party’s constitutional documents, violate any law, rule or regulation applicable to such party or result in any conflict with or breach of any agreement or instrument to which such party is a party or by which such party is bound; (vi) that each party to the Transaction Documents has obtained or made all consents, approvals, authorizations, filings, registrations, qualifications or recordations with each Governmental Authority required in connection with the execution, delivery and performance of the Transaction Documents; (vii) all applicable filings, registrations, recordations or other actions necessary to perfect as to ownership or security interest (except as set forth herein) including under the Cape Town Convention have been or will be made; (viii) for purposes of the Uniform Commercial Code of the State of New York (the “NYUCC”), Irish Subsidiary Holdco is deemed located in the District of Columbia; and (ix) the accuracy and completeness as of the date hereof of the certificates and other information and statements delivered or made to us by representatives and officers of each Obligor. We have made no investigation or review of any matters relating to the Obligors or any other person or entity other than as expressly described herein. Further, we have Swingline Loans) made no special investigation of by the business operations of Lender shall be evidenced by an account or accounts maintained by the Obligors or any other person or entity for Lender and by the purpose of identifying laws or regulations to which Register and subaccounts maintained by the Obligors or any other person or entity are subject. With reference particularly to our opinion in paragraph 3 below, we note that our representation of the Obligors is limited to this and similar transactions and that we are not generally familiar with their respective affairs or operations. We have also assumed that: (i) all applicable chattel paper (as such term is defined in Article 9 of the NYUCC) constitutes “tangible chattel paper” within the meaning of Section 9-102 of the NYUCC and is located only in the State of New York and is in the possession of the Collateral Agent; (ii) the Collateral subject to the Lien of the Security Documents exists, and each applicable Obligor has rights in the applicable Collateral and has the power to transfer its rights in the applicable Collateral; (iii) the descriptions of the Collateral contained in, or attached as schedules to, the applicable Security Documents sufficiently describe the Collateral intended to be covered by such Security Documents; (iv) the Collateral does not include any “cooperative interest” or “commercial tort claim” (as such terms are defined in Article 9 of the NYUCC); (v) for purposes of Article 9 of the NY UCC, no statute, regulation or treaty of the United States is applicable to any of the Collateral; (vi) the certificates representing the Pledged Equity Interests (used herein to mean the certificates representing the Pledged Stock and the Pledged Beneficial Interests listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) of Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco and each Pledged Equity Party listed in Annex II to each Collateral Supplement is in the possession of the Collateral Agent, together with duly executed in blank instruments of transfer in respect thereof; and (vii) the instruments representing the Pledged Debt (used herein to mean the Pledged Debt instruments listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) are each in the possession of the Collateral Agent, together with duly executed in blank allonges in respect thereof. Based upon the foregoing and subject to the qualifications and limitations set forth below, we are of the opinion that: 1. Each Transaction Document is a valid and binding obligation of each Obligor party thereto, enforceable against such Obligor Administrative Agent in accordance with its terms. 2the Agreement. The execution Lender may also attach schedules to this Note and delivery by each Obligor endorse thereon the date, amount and maturity of its Loans (other than Swingline Loans) and payments with respect thereto. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note. No failure to exercise and no delay in exercising, on the part of the Transaction Administrative Agent, any right, remedy, power or privilege hereunder or under the Credit Documents to which it is shall operate as a party does notwaiver thereof, and nor shall any single or partial exercise of any right, remedy, power or privilege hereunder or thereunder preclude any other or further exercise thereof or the performance exercise of any other right, remedy, power or privilege. A waiver by each Obligor the Administrative Agent of its obligations thereunder will notany right, cause such Obligor to violate remedy, power or privilege hereunder or under any Generally Applicable Law (defined below). 3. No consent, approval or authorization of, and no filing, registration, qualification or recordation with, United States federal or State of New York governmental authorities pursuant Credit Document on any one occasion shall not be construed as a bar to any Generally Applicable Law is required in connection with right or remedy that the execution Administrative Agent would otherwise have on any future occasion. The rights, remedies, powers and delivery and consummation of the transactions contemplated thereby by any Obligor of the Transaction Documents to which it is a partyprivileges herein provided are cumulative, other than (a) those that are specified in the Transaction Documents, (b) filings necessary to create, record, perfect or maintain the security interests created by the Security Agreement, (c) those that have been duly obtained, taken or made and (d) in the case of Collateral constituting securities, as may be required in connection with exercised singly or concurrently and are not exclusive of any disposition of such Collateralrights, remedies, powers and privileges provided by law. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption Acceptance may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption Acceptance by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and AssumptionAcceptance. This Assignment and Assumption Acceptance shall be governed by, and construed in accordance with and governed by acceptance with, the laws of the State of New YorkYork applicable to contracts made and to be performed wholly within such State. EXHIBIT D-1A April 12, 2012 To the Addressees Listed on Schedule 1 Ladies and Gentlemen: We have acted as New York counsel Reference is made to International Lease Finance Corporation (“ILFC”) and the other Obligors as defined below in connection with the Term Loan that certain Revolving Credit Agreement dated as of January 25, 2008 (as amended or modified from time to time, the “Credit Agreement”) dated as of among Xxxxxxx X. Xxxxxxxxx & Co., LLC, a Delaware limited liability company (the date hereof among Delos Aircraft Inc. as Borrower (“Borrower”), ILFCAllianceBernstein L.P., Hyperion Aircraft Inc. a Delaware limited partnership, the Banks parties thereto (the “Parent HoldcoBanks”), Apollo Aircraft Inc. (“CA Subsidiary Holdco”), Artemis (Delos) Limited (“Irish Subsidiary Holdco”), the Lenders party thereto, Bank of Americaand Citibank, N.A., as Administrative Agent and Bank of America, N.A., as Collateral Agent (the “Collateral Administrative Agent”). Capitalized Unless otherwise defined herein, capitalized terms used herein and not otherwise defined shall in this Supplement have the meanings given such terms ascribed thereto in the Credit Agreement and the Security Agreement. This opinion is delivered pursuant to Sections 4.01(e) and 4.02(d) of the Credit Agreement. In rendering the opinions expressed below, we have examined executed copies of the following documents: (aPursuant to Section 2.5(b) Credit Agreement; (b) Term Loan Security Agreement (the “Security Agreement”) dated as of the date hereof among Parent Holdco, Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco, the additional grantors party thereto and the Collateral Agent; (c) Account Control Agreement (the “Account Control Agreement”) dated as of the date hereof among the Securities Intermediary, Borrower and the Collateral Agent; (d) Intercreditor Agreement (the “Intercreditor Agreement”) dated as of the date hereof among Parent Holdco, Borrower, ILFC, CA Subsidiary Holdco, Irish Subsidiary Holdco and the Collateral Agent; (e) Collateral Supplement (the “Irish Collateral Supplement”) dated as of the date hereof between Irish Subsidiary Holdco and the Collateral Agent; and (f) Collateral Supplement (the “California Collateral Supplement” and together with the Irish Collateral Supplement, the “Collateral Supplements”) dated as of the date hereof between CA Subsidiary Holdco and the Collateral Agent. Each of ILFC, Borrower, Parent Holdco, CA Subsidiary Holdco and Irish Subsidiary Holdco is referred to herein as an “Obligor”. Each of the Credit Agreement, the Security Agreement, the Account Control Agreement, the Intercreditor Agreement and the Collateral Supplements is referred to herein as a “Transaction Document”. Each of the Security Agreement, the Account Control Agreement and the Collateral Supplements is referred to herein as a “Security Document”. We have also examined and relied upon such records and statements and certificates of public officials and representatives and officers of the Obligors and other persons as we have deemed necessary as a basis for the opinions expressed below. As to factual matters relevant to our opinions expressed below, we have, without independent investigation, relied upon the foregoing and the representations and warranties made in or pursuant to the Transaction Documents. We have not reviewed the dockets or other records of any court, arbitrator or governmental or regulatory body or agency or conducted any other investigation or inquiry or otherwise established or verified any factual matter. In such examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as certified or photostatic copies. We have assumed that the Collateral does not include any Aircraft, Engines or Parts (as such terms are defined Borrower has requested an increase in the FAA Act), or Aircraft Objects (as defined Total Commitment from $__________ to $__________. Such increase in the Cape Town Convention), or leases thereof or other interests therein. Except as expressly opined Total Commitment is to become effective on by us below, we have assumed, without investigation: the date (the “Effective Date”) which is the later of (i) __________ __, 20___ and (ii) the due organizationdate on which the conditions set forth in Section 2.5(b) in respect of such increase have been satisfied. In connection with such requested increase in the Total Commitment, valid existence andthe Borrower, to the extent applicableAdministrative Agent and __________ (the “Accepting Bank”) hereby agree as follows: 1. Effective as of the Effective Date, good standing of each [the Accepting Bank shall become a party to the Transaction Documents; (ii) that each party to the Transaction Documents has requisite power Credit Agreement as a Bank and authority to execute, deliver and perform its obligations under the Transaction Documents to which it is a party; (iii) that each Transaction Document has been duly authorized, executed and delivered by each party thereto; (iv) that each Transaction Document constitutes a valid, binding and enforceable obligation of each party thereto; (v) that the execution, delivery and performance by each party shall have all of the Transaction Documents to which it is rights and obligations of a party do not contravene such party’s constitutional documents, violate any law, rule or regulation applicable to such party or result in any conflict with or breach of any agreement or instrument to which such party is Bank thereunder and shall thereupon have a party or by which such party is bound; (vi) that each party to the Transaction Documents has obtained or made all consents, approvals, authorizations, filings, registrations, qualifications or recordations with each Governmental Authority required in connection with the execution, delivery Commitment under and performance of the Transaction Documents; (vii) all applicable filings, registrations, recordations or other actions necessary to perfect as to ownership or security interest (except as set forth herein) including under the Cape Town Convention have been or will be made; (viii) for purposes of the Uniform Commercial Code Credit Agreement in an amount equal to the] [the Commitment of the State of New York (Accepting Bank under the “NYUCC”), Irish Subsidiary Holdco is deemed located in the District of Columbia; and (ix) the accuracy and completeness as of the date hereof of the certificates and other information and statements delivered or made Credit Agreement shall be increased from $__________ to us by representatives and officers of each Obligor. We have made no investigation or review of any matters relating to the Obligors or any other person or entity other than as expressly described herein. Further, we have made no special investigation of the business operations of the Obligors or any other person or entity for the purpose of identifying laws or regulations to which the Obligors or any other person or entity are subject. With reference particularly to our opinion in paragraph 3 below, we note that our representation of the Obligors is limited to this and similar transactions and that we are not generally familiar with their respective affairs or operations. We have also assumed that: (i) all applicable chattel paper (as such term is defined in Article 9 of the NYUCC) constitutes “tangible chattel paper” within the meaning of Section 9-102 of the NYUCC and is located only in the State of New York and is in the possession of the Collateral Agent; (ii) the Collateral subject to the Lien of the Security Documents exists, and each applicable Obligor has rights in the applicable Collateral and has the power to transfer its rights in the applicable Collateral; (iii) the descriptions of the Collateral contained in, or attached as schedules to, the applicable Security Documents sufficiently describe the Collateral intended to be covered by such Security Documents; (iv) the Collateral does not include any “cooperative interest” or “commercial tort claim” (as such terms are defined in Article 9 of the NYUCC); (v) for purposes of Article 9 of the NY UCC, no statute, regulation or treaty of the United States is applicable to any of the Collateral; (vi) the certificates representing the Pledged Equity Interests (used herein to mean the certificates representing the Pledged Stock and the Pledged Beneficial Interests listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) of Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco and each Pledged Equity Party listed in Annex II to each Collateral Supplement is in the possession of the Collateral Agent, together with duly executed in blank instruments of transfer in respect thereof; and (vii) the instruments representing the Pledged Debt (used herein to mean the Pledged Debt instruments listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) are each in the possession of the Collateral Agent, together with duly executed in blank allonges in respect thereof. Based upon the foregoing and subject to the qualifications and limitations the] amount set forth below, we are of opposite the opinion that: 1. Each Transaction Document is a valid and binding obligation of each Obligor party thereto, enforceable against such Obligor in accordance with its termsAccepting Bank’s name on the signature page hereof. 2. The execution and delivery by each Obligor of the Transaction Documents to which it is a party does not, and the performance by each Obligor of its obligations thereunder will not, cause such Obligor to violate any Generally Applicable Law (defined below). 3. No consent, approval or authorization of, and no filing, registration, qualification or recordation with, United States federal or State of New York governmental authorities pursuant to any Generally Applicable Law is required in connection with the execution and delivery and consummation of the transactions contemplated thereby by any Obligor of the Transaction Documents to which it is a party, other than (a) those that are specified in the Transaction Documents, (b) filings necessary to create, record, perfect or maintain the security interests created by the Security Agreement, (c) those that have been duly obtained, taken or made and (d) in the case of Collateral constituting securities, as may be required in connection with any disposition of such Collateral.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number counterparts (and by different parties hereto on different counterparts), each of counterpartswhich shall constitute an original, but all of which when taken together shall constitute one instrumenta single contract. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy facsimile or other electronic imaging shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be construed in accordance with and governed by the laws law of the State of New York. EXHIBIT D-1A April 12, 2012 To the Addressees Listed on Schedule 1 Ladies and Gentlemen: We have acted as New York counsel to International Lease Finance Corporation (“ILFC”) and the other Obligors as defined below in connection with the Term Loan Credit Agreement (the “Credit Agreement”) dated as of the date hereof among Delos Aircraft Inc. as Borrower (“Borrower”), ILFC, Hyperion Aircraft Inc. (“Parent Holdco”), Apollo Aircraft Inc. (“CA Subsidiary Holdco”), Artemis (Delos) Limited (“Irish Subsidiary Holdco”), the Lenders party thereto, Bank of AmericaJPMorgan Chase Bank, N.A., as Administrative Agent Loan and Bank of AmericaAgency Services Group 000 Xxxxxxx Xxxxxxxxxx Xxxx Newark, DE 19713 Attention: Xxxxxxx Xxxxxx Fax: (000) 000-0000 Copy to: JPMorgan Chase Bank, N.A., as Collateral Administrative Agent 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Xxx X. Xxxxx Fax: (000) 000-0000 Ladies and Gentlemen: Reference is made to the Credit Agreement dated as of February 7, 2013 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among XxxxxxXxxxxx.xxx, LLC (the “Collateral AgentBorrower”), SurveyMonkey Inc. (“Holdings”), the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent. Capitalized terms used herein and but not otherwise defined herein shall have the meanings given such terms specified in the Credit Agreement and the Security Agreement. This opinion is delivered notice constitutes a Borrowing Request and the Borrower hereby gives you notice, pursuant to Section [2.03] [2.04] of the Credit Agreement, that it requests a Borrowing under the Credit Agreement, and in connection therewith specifies the following information with respect to such Borrowing: (A) Class of Borrowing:1 (B) Aggregate principal amount of Borrowing:2 $ (C) Date of Borrowing (which is a Business Day): 1 Specify Term Borrowing, Revolving Borrowing, Swingline Borrowing or Incremental Term Borrowing, and if an Incremental Term Borrowing, specify the Series. 2 Must comply with Sections 4.01(e2.02(c) and 4.02(d2.04(a) of the Credit Agreement, as applicable (D) Type of Borrowing:3 (E) If Eurocurrency Borrowing, Interest Period and the last day thereof:4 (F) Location and number of the account or accounts to which proceeds of the requested Borrowing are to be disbursed: [Name of Bank] (Account No.: ) [Issuing Bank to which proceeds of the requested Borrowing are to be disbursed: ]5 The Borrower hereby certifies that the conditions specified in paragraphs (a) and (b) of Section 4.02 of the Credit Agreement have been satisfied and that, immediately after giving effect to the Borrowing requested hereby, the Aggregate Revolving Exposure (or any component thereof) shall not exceed the applicable maximum amount thereof (or the applicable maximum amount of any such component) specified in Section 2.01, 2.04(a) or 2.05(b) of the Credit Agreement. In rendering Very truly yours, XXXXXXXXXXXX.XXX, LLC, By: Name: Title: 3 Specify ABR Borrowing or Eurocurrency Borrowing. If no election as to the opinions expressed belowType of Borrowing is specified, we have examined executed copies then the requested Borrowing shall be an ABR Borrowing. 4 Shall be subject to the definition of the following documents: (a) Credit Agreement; (b) Term Loan Security Agreement (the “Security Agreement”) dated as of the date hereof among Parent Holdco, Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco, the additional grantors party thereto and the Collateral Agent; (c) Account Control Agreement (the “Account Control Agreement”) dated as of the date hereof among the Securities Intermediary, Borrower and the Collateral Agent; (d) Intercreditor Agreement (the “Intercreditor Agreement”) dated as of the date hereof among Parent Holdco, Borrower, ILFC, CA Subsidiary Holdco, Irish Subsidiary Holdco and the Collateral Agent; (e) Collateral Supplement (the “Irish Collateral Supplement”) dated as of the date hereof between Irish Subsidiary Holdco and the Collateral Agent; and (f) Collateral Supplement (the “California Collateral SupplementInterest Period” and together with can be a period of one, two, three or six months (or, if agreed to by each Lender participating in the Irish Collateral Supplementrequested Borrowing, nine or twelve months). If an Interest Period is not specified, then the “Collateral Supplements”Borrower shall be deemed to have selected an Interest Period of one month’s duration. 5 Specify only in the case of an ABR Revolving Borrowing requested to finance the reimbursement of an LC Disbursement as provided in Section 2.05(f) dated as of the date hereof between CA Subsidiary Holdco and the Collateral Agent. Each of ILFC, Borrower, Parent Holdco, CA Subsidiary Holdco and Irish Subsidiary Holdco is referred to herein as an “Obligor”. Each of the Credit Agreement, the Security Agreement, the Account Control Agreement, the Intercreditor Agreement and the Collateral Supplements is referred to herein as a “Transaction Document”. Each of the Security Agreement, the Account Control Agreement and the Collateral Supplements is referred to herein as a “Security Document”. We have also examined and relied upon such records and statements and certificates of public officials and representatives and officers of the Obligors and other persons as we have deemed necessary as a basis for the opinions expressed below. As to factual matters relevant to our opinions expressed below, we have, without independent investigation, relied upon the foregoing and the representations and warranties made in or pursuant to the Transaction Documents. We have not reviewed the dockets or other records of any court, arbitrator or governmental or regulatory body or agency or conducted any other investigation or inquiry or otherwise established or verified any factual matter. In such examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as certified or photostatic copies. We have assumed that the Collateral does not include any Aircraft, Engines or Parts (as such terms are defined in the FAA Act), or Aircraft Objects (as defined in the Cape Town Convention), or leases thereof or other interests therein. Except as expressly opined on by us below, we have assumed, without investigation: (i) the due organization, valid existence and, to the extent applicable, good standing of each party to the Transaction Documents; (ii) that each party to the Transaction Documents has requisite power and authority to execute, deliver and perform its obligations under the Transaction Documents to which it is a party; (iii) that each Transaction Document has been duly authorized, executed and delivered by each party thereto; (iv) that each Transaction Document constitutes a valid, binding and enforceable obligation of each party thereto; (v) that the execution, delivery and performance by each party of the Transaction Documents to which it is a party do not contravene such party’s constitutional documents, violate any law, rule or regulation applicable to such party or result in any conflict with or breach of any agreement or instrument to which such party is a party or by which such party is bound; (vi) that each party to the Transaction Documents has obtained or made all consents, approvals, authorizations, filings, registrations, qualifications or recordations with each Governmental Authority required in connection with the execution, delivery and performance of the Transaction Documents; (vii) all applicable filings, registrations, recordations or other actions necessary to perfect as to ownership or security interest (except as set forth herein) including under the Cape Town Convention have been or will be made; (viii) for purposes of the Uniform Commercial Code of the State of New York (the “NYUCC”), Irish Subsidiary Holdco is deemed located in the District of Columbia; and (ix) the accuracy and completeness as of the date hereof of the certificates and other information and statements delivered or made to us by representatives and officers of each Obligor. We have made no investigation or review of any matters relating to the Obligors or any other person or entity other than as expressly described herein. Further, we have made no special investigation of the business operations of the Obligors or any other person or entity for the purpose of identifying laws or regulations to which the Obligors or any other person or entity are subject. With reference particularly to our opinion in paragraph 3 below, we note that our representation of the Obligors is limited to this and similar transactions and that we are not generally familiar with their respective affairs or operations. We have also assumed that: (i) all applicable chattel paper (as such term is defined in Article 9 of the NYUCC) constitutes “tangible chattel paper” within the meaning of Section 9-102 of the NYUCC and is located only in the State of New York and is in the possession of the Collateral Agent; (ii) the Collateral subject to the Lien of the Security Documents exists, and each applicable Obligor has rights in the applicable Collateral and has the power to transfer its rights in the applicable Collateral; (iii) the descriptions of the Collateral contained in, or attached as schedules to, the applicable Security Documents sufficiently describe the Collateral intended to be covered by such Security Documents; (iv) the Collateral does not include any “cooperative interest” or “commercial tort claim” (as such terms are defined in Article 9 of the NYUCC); (v) for purposes of Article 9 of the NY UCC, no statute, regulation or treaty of the United States is applicable to any of the Collateral; (vi) the certificates representing the Pledged Equity Interests (used herein to mean the certificates representing the Pledged Stock and the Pledged Beneficial Interests listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) of Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco and each Pledged Equity Party listed in Annex II to each Collateral Supplement is in the possession of the Collateral Agent, together with duly executed in blank instruments of transfer in respect thereof; and (vii) the instruments representing the Pledged Debt (used herein to mean the Pledged Debt instruments listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) are each in the possession of the Collateral Agent, together with duly executed in blank allonges in respect thereof. Based upon the foregoing and subject to the qualifications and limitations set forth below, we are of the opinion that: 1. Each Transaction Document is a valid and binding obligation of each Obligor party thereto, enforceable against such Obligor in accordance with its terms. 2. The execution and delivery by each Obligor of the Transaction Documents to which it is a party does not, and the performance by each Obligor of its obligations thereunder will not, cause such Obligor to violate any Generally Applicable Law (defined below). 3. No consent, approval or authorization of, and no filing, registration, qualification or recordation with, United States federal or State of New York governmental authorities pursuant to any Generally Applicable Law is required in connection with the execution and delivery and consummation of the transactions contemplated thereby by any Obligor of the Transaction Documents to which it is a party, other than (a) those that are specified in the Transaction Documents, (b) filings necessary to create, record, perfect or maintain the security interests created by the Security Agreement, (c) those that have been duly obtained, taken or made and (d) in the case of Collateral constituting securities, as may be required in connection with any disposition of such Collateral.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit ofExcept as specifically amended in this Amendment, the parties hereto Original Lease is and their respective successors shall remain in full force and assignseffect and has not been amended, modified, terminated or assigned. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be construed in accordance with and governed by the laws No portion of the State Premises has been assigned, sublet or licensed for use by any other occupant. In the event there is a contradiction between the Original Lease and this Amendment, this Amendment shall govern. Tenant acknowledges that Landlord’s and Tenant’s lease covenants are independent and that Tenant has no claim of New York. EXHIBIT D-1A April 12default, 2012 To setoff, counterclaim or defenses and no claim of abatement, reduction, adjustments, or concessions with respect to rent and/or other charges under the Addressees Listed on Schedule 1 Ladies and Gentlemen: We have acted as New York counsel to International Original Lease Finance Corporation (“ILFC”) and the other Obligors as defined below in connection with the Term Loan Credit Agreement (the “Credit Agreement”) dated as of the date hereof among Delos Aircraft Inc. as Borrower hereof, and to the extent any of the same exist, they are hereby waived in full. DIV NEEDHAM 115 LLC, a Massachusetts limited liability company By: Fourth Avenue Ventures Limited Partnership, its manager By: Cendav Investment Corp., its general partner By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: President CELLDEX THERAPEUTICS, INC., a Delaware corporation By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: SVP & CFO I, Xxxxxxx X. Xxxxxxx, President & CEO of CELLDEX THERAPEUTICS, INC., a Delaware corporation (the “BorrowerCompany”), ILFChereby certify that by Board Meeting on September 9, Hyperion Aircraft Inc. (“Parent Holdco”)2015, Apollo Aircraft Inc. (“CA Subsidiary Holdco”), Artemis (Delos) Limited (“Irish Subsidiary Holdco”), approval was given for the Lenders party thereto, Bank of America, N.A.Company, as Administrative Agent and Bank of Americatenant, N.A.to enter into a Second Amendment to Lease with DIV NEEDHAM 115 LLC, as Collateral Agent landlord, with respect to the Company’s lease in the building located at, known as and numbered 000-000 Xxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxxxxx, a copy of which Second Amendment to Lease is attached hereto and made a part hereof. I further certify that Xxxxx X. Xxxxxx, as SVP & CFO of the Company has authority to execute and deliver to the landlord said Second Amendment to Lease on behalf of the Corporation. Witness my hand and seal of the Corporation this 30th day of October, 2015. /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: President & CFO Tenant shall have an ongoing right of first refusal (the “Collateral AgentRight of First Refusal”) to lease certain ROFR Space (hereinafter defined). Capitalized , subject to the terms used herein and not otherwise defined shall have the meanings given such terms in the Credit Agreement conditions of this Exhibit C and the Security Agreement. This opinion is delivered pursuant to Sections 4.01(e) and 4.02(d) existing rights of any other tenants leasing space at the Credit Agreement. In rendering the opinions expressed below, we have examined executed copies of the following documents: (a) Credit Agreement; (b) Term Loan Security Agreement (the “Security Agreement”) dated Building as of the date hereof among Parent Holdco, Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco, the additional grantors party thereto and the Collateral Agent; (c) Account Control Agreement (the “Account Control Agreement”) dated as of the date hereof among the Securities Intermediary, Borrower and the Collateral Agent; (d) Intercreditor Agreement (the “Intercreditor Agreement”) dated as of the date hereof among Parent Holdco, Borrower, ILFC, CA Subsidiary Holdco, Irish Subsidiary Holdco and the Collateral Agent; (e) Collateral Supplement (the “Irish Collateral Supplement”) dated as of the date hereof between Irish Subsidiary Holdco and the Collateral Agent; and (f) Collateral Supplement (the “California Collateral Supplement” and together with the Irish Collateral Supplement, the “Collateral Supplements”) dated as of the date hereof between CA Subsidiary Holdco and the Collateral Agent. Each of ILFC, Borrower, Parent Holdco, CA Subsidiary Holdco and Irish Subsidiary Holdco is referred to herein as an “Obligor”. Each of the Credit Agreement, the Security Agreement, the Account Control Agreement, the Intercreditor Agreement and the Collateral Supplements is referred to herein as a “Transaction Document”. Each of the Security Agreement, the Account Control Agreement and the Collateral Supplements is referred to herein as a “Security Document”. We have also examined and relied upon such records and statements and certificates of public officials and representatives and officers of the Obligors and other persons as we have deemed necessary as a basis for the opinions expressed below. As to factual matters relevant to our opinions expressed below, we have, without independent investigation, relied upon the foregoing and the representations and warranties made in or pursuant to the Transaction Documents. We have not reviewed the dockets or other records of any court, arbitrator or governmental or regulatory body or agency or conducted any other investigation or inquiry or otherwise established or verified any factual matter. In such examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as certified or photostatic copies. We have assumed that the Collateral does not include any Aircraft, Engines or Parts (as such terms are defined in the FAA Act), or Aircraft Objects (as defined in the Cape Town Convention), or leases thereof or other interests therein. Except as expressly opined on by us below, we have assumed, without investigation: (i) the due organization, valid existence and, to the extent applicable, good standing of each party to the Transaction Documents; (ii) that each party to the Transaction Documents has requisite power and authority to execute, deliver and perform its obligations under the Transaction Documents to which it is a party; (iii) that each Transaction Document has been duly authorized, executed and delivered by each party thereto; (iv) that each Transaction Document constitutes a valid, binding and enforceable obligation of each party thereto; (v) that the execution, delivery and performance by each party of the Transaction Documents to which it is a party do not contravene such party’s constitutional documents, violate any law, rule or regulation applicable to such party or result in any conflict with or breach of any agreement or instrument to which such party is a party or by which such party is bound; (vi) that each party to the Transaction Documents has obtained or made all consents, approvals, authorizations, filings, registrations, qualifications or recordations with each Governmental Authority required in connection with the execution, delivery and performance of the Transaction Documents; (vii) all applicable filings, registrations, recordations or other actions necessary to perfect as to ownership or security interest (except as set forth herein) including under the Cape Town Convention have been or will be made; (viii) for purposes of the Uniform Commercial Code of the State of New York (the “NYUCC”), Irish Subsidiary Holdco is deemed located in the District of Columbia; and (ix) the accuracy and completeness as of the date hereof of the certificates and other information and statements delivered or made to us by representatives and officers of each Obligor. We have made no investigation or review of any matters relating to the Obligors or any other person or entity other than as expressly described herein. Further, we have made no special investigation of the business operations of the Obligors or any other person or entity for the purpose of identifying laws or regulations to which the Obligors or any other person or entity are subject. With reference particularly to our opinion in paragraph 3 below, we note that our representation of the Obligors is limited to this and similar transactions and that we are not generally familiar with their respective affairs or operations. We have also assumed that: (i) all applicable chattel paper (as such term is defined in Article 9 of the NYUCC) constitutes “tangible chattel paper” within the meaning of Section 9-102 of the NYUCC and is located only in the State of New York and is in the possession of the Collateral Agent; (ii) the Collateral subject to the Lien of the Security Documents exists, and each applicable Obligor has rights in the applicable Collateral and has the power to transfer its rights in the applicable Collateral; (iii) the descriptions of the Collateral contained in, or attached as schedules to, the applicable Security Documents sufficiently describe the Collateral intended to be covered by such Security Documents; (iv) the Collateral does not include any “cooperative interest” or “commercial tort claim” (as such terms are defined in Article 9 of the NYUCC); (v) for purposes of Article 9 of the NY UCC, no statute, regulation or treaty of the United States is applicable to any of the Collateral; (vi) the certificates representing the Pledged Equity Interests (used herein to mean the certificates representing the Pledged Stock and the Pledged Beneficial Interests listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) of Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco and each Pledged Equity Party listed in Annex II to each Collateral Supplement is in the possession of the Collateral Agent, together with duly executed in blank instruments of transfer in respect thereof; and (vii) the instruments representing the Pledged Debt (used herein to mean the Pledged Debt instruments listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) are each in the possession of the Collateral Agent, together with duly executed in blank allonges in respect thereof. Based upon the foregoing and subject to the qualifications and limitations set forth below, we are of the opinion that: 1. Each Transaction Document is a valid and binding obligation of each Obligor party thereto, enforceable against such Obligor in accordance with its termsAmendment. 2. The execution and delivery by each Obligor of the Transaction Documents to which it is a party does not, and the performance by each Obligor of its obligations thereunder will not, cause such Obligor to violate any Generally Applicable Law (defined below). 3. No consent, approval or authorization of, and no filing, registration, qualification or recordation with, United States federal or State of New York governmental authorities pursuant to any Generally Applicable Law is required in connection with the execution and delivery and consummation of the transactions contemplated thereby by any Obligor of the Transaction Documents to which it is a party, other than (a) those that are specified in the Transaction Documents, (b) filings necessary to create, record, perfect or maintain the security interests created by the Security Agreement, (c) those that have been duly obtained, taken or made and (d) in the case of Collateral constituting securities, as may be required in connection with any disposition of such Collateral.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery 2 The concept of “Foreign Lender” should be conformed to the section in the Credit Agreement governing Taxes. Acceptance of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy any Electronic System shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with and governed by with, the laws law of the State of New York. EXHIBIT D-1A April 12, 2012 To To: The Lenders parties to the Addressees Listed on Schedule 1 Ladies and Gentlemen: We have acted as New York counsel to International Lease Finance Corporation (“ILFC”) and the other Obligors as defined below in connection with the Term Loan Credit Agreement Described Below This Compliance Certificate is furnished pursuant to that certain Credit Agreement dated as of December 19, 2014 (as amended, modified, renewed or extended from time to time, the “Credit Agreement”) dated as of among A.S.V., Inc. (the date hereof among Delos Aircraft Inc. as Borrower (“Borrower”), ILFC, Hyperion Aircraft Inc. (“Parent Holdco”), Apollo Aircraft Inc. (“CA Subsidiary Holdco”), Artemis (Delos) Limited (“Irish Subsidiary Holdco”)the other Loan Parties, the Lenders party thereto, Bank of America, N.A.thereto and XXXXXXXX LOAN AGENCY SERVICES LLC, as Administrative Agent and Bank of Americafor the Lenders. Unless otherwise defined herein, N.A., as Collateral Agent (the “Collateral Agent”). Capitalized capitalized terms used herein and not otherwise defined shall in this Compliance Certificate have the meanings given such terms ascribed thereto in the Credit Agreement and the Security Agreement. This opinion is delivered pursuant to Sections 4.01(e) and 4.02(d) of the Credit Agreement. In rendering the opinions expressed below, we have examined executed copies event of any conflict between the following documents: (a) Credit Agreement; (b) Term Loan Security Agreement (calculations required under this certificate and those required under the “Security Agreement”) dated as of the date hereof among Parent Holdco, Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco, the additional grantors party thereto and the Collateral Agent; (c) Account Control Agreement (the “Account Control Agreement”) dated as of the date hereof among the Securities Intermediary, Borrower and the Collateral Agent; (d) Intercreditor Agreement (the “Intercreditor Agreement”) dated as of the date hereof among Parent Holdco, Borrower, ILFC, CA Subsidiary Holdco, Irish Subsidiary Holdco and the Collateral Agent; (e) Collateral Supplement (the “Irish Collateral Supplement”) dated as of the date hereof between Irish Subsidiary Holdco and the Collateral Agent; and (f) Collateral Supplement (the “California Collateral Supplement” and together with the Irish Collateral Supplement, the “Collateral Supplements”) dated as of the date hereof between CA Subsidiary Holdco and the Collateral Agent. Each of ILFC, Borrower, Parent Holdco, CA Subsidiary Holdco and Irish Subsidiary Holdco is referred to herein as an “Obligor”. Each of the Credit Agreement, the Security Agreement, the Account Control Agreement, the Intercreditor Agreement and the Collateral Supplements is referred to herein as a “Transaction Document”. Each terms of the Security Agreement, the Account Control Agreement and the Collateral Supplements is referred to herein as a “Security Document”shall control. We have also examined and relied upon such records and statements and certificates of public officials and representatives and officers of the Obligors and other persons as we have deemed necessary as a basis for the opinions expressed below. As to factual matters relevant to our opinions expressed below, we have, without independent investigation, relied upon the foregoing and the representations and warranties made in or pursuant to the Transaction Documents. We have not reviewed the dockets or other records of any court, arbitrator or governmental or regulatory body or agency or conducted any other investigation or inquiry or otherwise established or verified any factual matter. In such examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as certified or photostatic copies. We have assumed that the Collateral does not include any Aircraft, Engines or Parts (as such terms are defined in the FAA Act), or Aircraft Objects (as defined in the Cape Town Convention), or leases thereof or other interests therein. Except as expressly opined on by us below, we have assumed, without investigation: (i) the due organization, valid existence and, to the extent applicable, good standing of each party to the Transaction Documents; (ii) that each party to the Transaction Documents has requisite power and authority to execute, deliver and perform its obligations under the Transaction Documents to which it is a party; (iii) that each Transaction Document has been duly authorized, executed and delivered by each party thereto; (iv) that each Transaction Document constitutes a valid, binding and enforceable obligation of each party thereto; (v) that the execution, delivery and performance by each party of the Transaction Documents to which it is a party do not contravene such party’s constitutional documents, violate any law, rule or regulation applicable to such party or result in any conflict with or breach of any agreement or instrument to which such party is a party or by which such party is bound; (vi) that each party to the Transaction Documents has obtained or made all consents, approvals, authorizations, filings, registrations, qualifications or recordations with each Governmental Authority required in connection with the execution, delivery and performance of the Transaction Documents; (vii) all applicable filings, registrations, recordations or other actions necessary to perfect as to ownership or security interest (except as set forth herein) including under the Cape Town Convention have been or will be made; (viii) for purposes of the Uniform Commercial Code of the State of New York (the “NYUCC”), Irish Subsidiary Holdco is deemed located in the District of Columbia; and (ix) the accuracy and completeness as of the date hereof of the certificates and other information and statements delivered or made to us by representatives and officers of each Obligor. We have made no investigation or review of any matters relating to the Obligors or any other person or entity other than as expressly described herein. Further, we have made no special investigation of the business operations of the Obligors or any other person or entity for the purpose of identifying laws or regulations to which the Obligors or any other person or entity are subject. With reference particularly to our opinion in paragraph 3 below, we note that our representation of the Obligors is limited to this and similar transactions and that we are not generally familiar with their respective affairs or operations. We have also assumed that: (i) all applicable chattel paper (as such term is defined in Article 9 of the NYUCC) constitutes “tangible chattel paper” within the meaning of Section 9-102 of the NYUCC and is located only in the State of New York and is in the possession of the Collateral Agent; (ii) the Collateral subject to the Lien of the Security Documents exists, and each applicable Obligor has rights in the applicable Collateral and has the power to transfer its rights in the applicable Collateral; (iii) the descriptions of the Collateral contained in, or attached as schedules to, the applicable Security Documents sufficiently describe the Collateral intended to be covered by such Security Documents; (iv) the Collateral does not include any “cooperative interest” or “commercial tort claim” (as such terms are defined in Article 9 of the NYUCC); (v) for purposes of Article 9 of the NY UCC, no statute, regulation or treaty of the United States is applicable to any of the Collateral; (vi) the certificates representing the Pledged Equity Interests (used herein to mean the certificates representing the Pledged Stock and the Pledged Beneficial Interests listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) of Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco and each Pledged Equity Party listed in Annex II to each Collateral Supplement is in the possession of the Collateral Agent, together with duly executed in blank instruments of transfer in respect thereof; and (vii) the instruments representing the Pledged Debt (used herein to mean the Pledged Debt instruments listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) are each in the possession of the Collateral Agent, together with duly executed in blank allonges in respect thereof. Based upon the foregoing and subject to the qualifications and limitations set forth below, we are of the opinion thatTHE UNDERSIGNED HEREBY CERTIFIES THAT: 1. Each Transaction Document is I am the duly elected of the Borrower; 2. I have reviewed the terms of the Agreement and I have made, or have caused to be made under my supervision, a valid detailed review of the transactions and binding obligation conditions of each Obligor party theretothe Borrower and its Subsidiaries during the accounting period ending , enforceable against 20 covered by the attached financial statements [for quarterly or monthly financial statements add: and such Obligor financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with its terms. 2. The execution and delivery by each Obligor of the Transaction Documents GAAP consistently applied, subject to which it is a party does not, normal year-end audit adjustments and the performance by each Obligor absence of its obligations thereunder will not, cause such Obligor to violate any Generally Applicable Law (defined below). 3. No consent, approval or authorization of, and no filing, registration, qualification or recordation with, United States federal or State of New York governmental authorities pursuant to any Generally Applicable Law is required in connection with the execution and delivery and consummation of the transactions contemplated thereby by any Obligor of the Transaction Documents to which it is a party, other than (a) those that are specified in the Transaction Documents, (b) filings necessary to create, record, perfect or maintain the security interests created by the Security Agreement, (c) those that have been duly obtained, taken or made and (d) in the case of Collateral constituting securities, as may be required in connection with any disposition of such Collateral.footnotes];

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with and governed by with, the laws law of the State of New York. EXHIBIT D-1A April 12, 2012 To the Addressees Listed on Schedule 1 Ladies and Gentlemen: We have acted as New York counsel to International Lease Finance Corporation (“ILFC”) and the other Obligors as defined below in connection with the Term Loan Credit Agreement (the “Credit Agreement”) dated as of the date hereof among Delos Aircraft Inc. as Borrower (“Borrower”), ILFC, Hyperion Aircraft Inc. (“Parent Holdco”), Apollo Aircraft Inc. (“CA Subsidiary Holdco”), Artemis (Delos) Limited (“Irish Subsidiary Holdco”), the Lenders party thereto, Bank of AmericaJPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders parties to the Credit Agreement referred to below 00 X. Xxxxxxxx, Floor 7 Mail Code IL1-0010 Xxxxxxx, XX 00000 Attention: Xxxxxxx Xxxxxxx Email: xxxxxxx.x..xxxxxxx@xxxxxxxx.xxx phone: (000) 000-0000 Fax: (000) 000-0000 Ladies and Bank Gentlemen: The undersigned, Northern Illinois Gas Company, refers to the Credit Agreement, dated as of AmericaAugust 11, 2008 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”, the terms defined therein being used herein as therein defined), among the Borrower, the Lenders parties thereto, and JPMorgan Chase Bank, N.A., as Collateral Administrative Agent for said Lenders, and hereby gives you notice, irrevocably, pursuant to Section 2.4(a) of the Credit Agreement that the undersigned hereby requests a Borrowing under the Credit Agreement, and in that connection sets forth below the information relating to such Borrowing (the “Collateral AgentProposed Borrowing”). Capitalized terms used herein and not otherwise defined shall have the meanings given such terms in the Credit Agreement and the Security Agreement. This opinion is delivered pursuant to Sections 4.01(e) and 4.02(das required by Section 2.4(a) of the Credit Agreement. In rendering the opinions expressed below, we have examined executed copies of the following documents: (a) Credit Agreement; (b) Term Loan Security Agreement (the “Security Agreement”) dated as of the date hereof among Parent Holdco, Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco, the additional grantors party thereto and the Collateral Agent; (c) Account Control Agreement (the “Account Control Agreement”) dated as of the date hereof among the Securities Intermediary, Borrower and the Collateral Agent; (d) Intercreditor Agreement (the “Intercreditor Agreement”) dated as of the date hereof among Parent Holdco, Borrower, ILFC, CA Subsidiary Holdco, Irish Subsidiary Holdco and the Collateral Agent; (e) Collateral Supplement (the “Irish Collateral Supplement”) dated as of the date hereof between Irish Subsidiary Holdco and the Collateral Agent; and (f) Collateral Supplement (the “California Collateral Supplement” and together with the Irish Collateral Supplement, the “Collateral Supplements”) dated as of the date hereof between CA Subsidiary Holdco and the Collateral Agent. Each of ILFC, Borrower, Parent Holdco, CA Subsidiary Holdco and Irish Subsidiary Holdco is referred to herein as an “Obligor”. Each of the Credit Agreement, the Security Agreement, the Account Control Agreement, the Intercreditor Agreement and the Collateral Supplements is referred to herein as a “Transaction Document”. Each of the Security Agreement, the Account Control Agreement and the Collateral Supplements is referred to herein as a “Security Document”. We have also examined and relied upon such records and statements and certificates of public officials and representatives and officers of the Obligors and other persons as we have deemed necessary as a basis for the opinions expressed below. As to factual matters relevant to our opinions expressed below, we have, without independent investigation, relied upon the foregoing and the representations and warranties made in or pursuant to the Transaction Documents. We have not reviewed the dockets or other records of any court, arbitrator or governmental or regulatory body or agency or conducted any other investigation or inquiry or otherwise established or verified any factual matter. In such examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as certified or photostatic copies. We have assumed that the Collateral does not include any Aircraft, Engines or Parts (as such terms are defined in the FAA Act), or Aircraft Objects (as defined in the Cape Town Convention), or leases thereof or other interests therein. Except as expressly opined on by us below, we have assumed, without investigation: (i) the due organization, valid existence and, to the extent applicable, good standing of each party to the Transaction Documents; (ii) that each party to the Transaction Documents has requisite power and authority to execute, deliver and perform its obligations under the Transaction Documents to which it is a party; (iii) that each Transaction Document has been duly authorized, executed and delivered by each party thereto; (iv) that each Transaction Document constitutes a valid, binding and enforceable obligation of each party thereto; (v) that the execution, delivery and performance by each party of the Transaction Documents to which it is a party do not contravene such party’s constitutional documents, violate any law, rule or regulation applicable to such party or result in any conflict with or breach of any agreement or instrument to which such party is a party or by which such party is bound; (vi) that each party to the Transaction Documents has obtained or made all consents, approvals, authorizations, filings, registrations, qualifications or recordations with each Governmental Authority required in connection with the execution, delivery and performance of the Transaction Documents; (vii) all applicable filings, registrations, recordations or other actions necessary to perfect as to ownership or security interest (except as set forth herein) including under the Cape Town Convention have been or will be made; (viii) for purposes of the Uniform Commercial Code of the State of New York (the “NYUCC”), Irish Subsidiary Holdco is deemed located in the District of Columbia; and (ix) the accuracy and completeness as of the date hereof of the certificates and other information and statements delivered or made to us by representatives and officers of each Obligor. We have made no investigation or review of any matters relating to the Obligors or any other person or entity other than as expressly described herein. Further, we have made no special investigation of the business operations of the Obligors or any other person or entity for the purpose of identifying laws or regulations to which the Obligors or any other person or entity are subject. With reference particularly to our opinion in paragraph 3 below, we note that our representation of the Obligors is limited to this and similar transactions and that we are not generally familiar with their respective affairs or operations. We have also assumed that: (i) all applicable chattel paper (as such term is defined in Article 9 The Business Day of the NYUCC) constitutes “tangible chattel paper” within the meaning of Section 9-102 of the NYUCC and Proposed Borrowing is located only in the State of New York and is in the possession of the Collateral Agent;_______________, 200_. (ii) the Collateral subject to the Lien The Proposed Borrowing is [new advance of the Security Documents exists, and each applicable Obligor has rights in the applicable Collateral and has the power to transfer its rights in the applicable Collateral;Loans] [continuation of existing Loans] [conversion of existing Loans]. (iii) The type of Loan comprising the descriptions of the Collateral contained in, or attached as schedules to, the applicable Security Documents sufficiently describe the Collateral intended to be covered by such Security Documents; (iv) the Collateral does not include any “cooperative interest” or “commercial tort claim” (as such terms are defined in Article 9 of the NYUCC); (v) for purposes of Article 9 of the NY UCC, no statute, regulation or treaty of the United States Proposed Borrowing is applicable to any of the Collateral; (vi) the certificates representing the Pledged Equity Interests (used herein to mean the certificates representing the Pledged Stock and the Pledged Beneficial Interests listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) of Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco and each Pledged Equity Party listed in Annex II to each Collateral Supplement is in the possession of the Collateral Agent, together with duly executed in blank instruments of transfer in respect thereof; and (vii) the instruments representing the Pledged Debt (used herein to mean the Pledged Debt instruments listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) are each in the possession of the Collateral Agent, together with duly executed in blank allonges in respect thereof. Based upon the foregoing and subject to the qualifications and limitations set forth below, we are of the opinion that: 1. Each Transaction Document is a valid and binding obligation of each Obligor party thereto, enforceable against such Obligor in accordance with its terms[Base Rate Loans] [Eurodollar Loans]. 2. The execution and delivery by each Obligor of the Transaction Documents to which it is a party does not, and the performance by each Obligor of its obligations thereunder will not, cause such Obligor to violate any Generally Applicable Law (defined below). 3. No consent, approval or authorization of, and no filing, registration, qualification or recordation with, United States federal or State of New York governmental authorities pursuant to any Generally Applicable Law is required in connection with the execution and delivery and consummation of the transactions contemplated thereby by any Obligor of the Transaction Documents to which it is a party, other than (a) those that are specified in the Transaction Documents, (b) filings necessary to create, record, perfect or maintain the security interests created by the Security Agreement, (c) those that have been duly obtained, taken or made and (d) in the case of Collateral constituting securities, as may be required in connection with any disposition of such Collateral.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with and governed by with, the laws law of the State Texas. Principal: $[●] Date: [●] FOR VALUE RECEIVED, the undersigned ATLAS SAND COMPANY, LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Borrower”), promises to pay to the order of New YorkSTONEBRIAR COMMERCIAL FINANCE LLC, a Delaware limited liability company (together with the respective successors, assigns, and subsequent holders of this Delayed Draw Term Loan Note, “Lender”), at 0000 Xxxxxxx Xxxxxxx, Xxxxx 0000, Xxxxx, Xxxxx 00000, or as Lender or the holder hereof may otherwise designate in writing, the principal amount of [●] and No/100 Dollars ($[●])2 (or so much thereof as shall have been advanced and remain unpaid and outstanding hereunder), with interest (computed on the basis of a 365-day year for the actual number of days elapsed) on the unpaid principal amount hereof from and including the date hereof until paid in full at the rate per annum equal to [●]%3. EXHIBIT D-1A April 12This Delayed Draw Term Loan Note shall be payable in [●] ([●])4 consecutive monthly installments as follows: [●] ([●])5 monthly installments of interest only each in the amount of $[●]6 payable on each Payment Day commencing with the Payment Day on [●]7 and continuing on each Payment Day up to and including January 1, 2012 To 2025; followed by [●] ([●])8 additional monthly installments of combined principal and interest each in the Addressees Listed amount of [●]9 payable on Schedule 1 Ladies each Payment Day commencing February 1, 2025 and Gentlemen: We have acted as New York counsel continuing on each Payment Day up to International Lease Finance Corporation and including August 1, 2030; and then a final installment also payable on August 1, 2030 (the “ILFCStated Maturity Date”) equal to $[●]10, together with all other accrued and unpaid interest hereon and all other amounts (if any) then payable hereon or otherwise under the other Obligors as defined below Loan Documents, each such installment to be applied, first, to the payment of interest accrued on the unpaid principal amount hereof to the date of such installment and, second, to the reduction of such unpaid principal amount.11 All payments hereunder shall be made in connection with lawful money of the United States and in immediately available funds. This Delayed Draw Term Loan Note is one of the Delayed Draw Term Loan Notes referenced in that certain Credit Agreement Agreement, dated as of July 31, 2023 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”) dated as of the date hereof among Delos Aircraft Inc. as Borrower (“Borrower”), ILFC, Hyperion Aircraft Inc. (“Parent Holdco”), Apollo Aircraft Inc. (“CA Subsidiary Holdco”), Artemis (Delos) Limited (“Irish Subsidiary Holdco”)among Borrower, the Lenders from time to time party thereto, Bank of Americaand Stonebriar Commercial Finance, N.A.LLC, a Delaware limited liability company, as Administrative Agent and Bank of America, N.A., as Collateral Agent (the “Collateral Agent”). Capitalized terms used used, but not expressly defined herein and not otherwise that are defined in the Credit Agreement shall have the meanings given as set forth in the Credit Agreement. Borrower shall have the right to voluntarily prepay all or a portion of this Delayed Draw Term Loan Note on any Payment Day, upon thirty (30) days’ prior written notice to Administrative Agent, such terms notice of prepayment being irrevocable unless expressly conditioned upon the occurrence of another transaction, in which case such notice may be revoked in the event such other transaction is not consummated, provided that any such prepayment shall be in a minimum principal amount of $1,000,000 (or, if less than $1,000,000, the remaining principal balance of the Delayed Draw Term Loans) and shall be in an integral multiple of $500,000 (such principal amount, the “Prepayment Amount”), together with all interest then accrued and unpaid on the principal so prepaid together with the Prepayment Fee (if any) set forth below. Except as otherwise provided in the Credit Agreement (including regularly scheduled payment installments as required by this Delayed Draw Term Loan Note), if Borrower voluntarily prepays or is required to prepay (whether due to permitted acceleration by the Administrative Agent or otherwise) this Delayed Draw Term Loan Note prior to the Stated Maturity Date, Borrower shall pay, on the date of such 2 To insert the applicable principal amount 3 To insert the applicable rate (i.e., the Term SOFR Rate plus 5.95%) 4 To insert number of months from Delayed Draw Funding Date until the Maturity Date. 5 To insert number of months from Delayed Draw Funding Date until December 1, 2024. 6 To insert amount of interest only payments. 7 To insert first Payment Date occurring after Delayed Draw Funding Date. 8 To insert number of months from February 1, 2025 until the Maturity Date. 9 To insert amount of principal and interest payments (to equal 80% of the Security Agreementapplicable Delayed Draw Term Loan divided by months remaining until the Maturity Date). This opinion 10 To insert amount of final principal and interest payment (to equal 20% of the applicable Delayed Draw Term Loan). 11 NTD: If the Note date is delivered pursuant after December 31, 2024, there shall be no interest-only period. prepayment (which shall be a Payment Day), a fee (the “Prepayment Fee”) to Sections 4.01(eLender in an amount equal to (a) and 4.02(deight percent (8%) of the Credit Agreement. In rendering the opinions expressed belowPrepayment Amount if such prepayment occurs on or prior to December 31, we have examined executed copies of the following documents: (a) Credit Agreement; 2024 (b) four percent (4%) of the Prepayment Amount if such prepayment occurs after December 31, 2024 but on or prior to December 31, 2025, (c) three percent (3%) of the Prepayment Amount if such prepayment occurs after December 31, 2025 but on or prior to December 31, 2026 and (d) two percent (2%) of the Prepayment Amount if such prepayment occurs thereafter, provided that the Prepayment Fee shall be charged and paid only to the extent permitted by Applicable Law. Any prepayment pursuant to this paragraph shall be applied to the installments hereof in the inverse order of maturity. Upon the maturity of this Delayed Draw Term Loan Security Agreement Note, the entire unpaid principal amount on this Delayed Draw Term Loan Note, together with all interest, fees and other amounts payable hereon or in connection herewith pursuant to the Loan Documents (the “Security AgreementTotal Obligation”) dated as of ), shall be immediately due and payable without further notice or demand. In the date hereof among Parent Holdcoevent Borrower fails to pay in full and in good, Borrowerimmediately available funds the Total Obligation upon the same becoming due and payable (whether at maturity or upon acceleration), Irish Subsidiary Holdco, CA Subsidiary Holdco, then all past due amounts shall bear interest at the additional grantors party thereto and the Collateral Agent; (c) Account Control Agreement (the “Account Control Agreement”) dated as of the date hereof among the Securities Intermediary, Borrower and the Collateral Agent; (d) Intercreditor Agreement (the “Intercreditor Agreement”) dated as of the date hereof among Parent Holdco, Borrower, ILFC, CA Subsidiary Holdco, Irish Subsidiary Holdco and the Collateral Agent; (e) Collateral Supplement (the “Irish Collateral Supplement”) dated as of the date hereof between Irish Subsidiary Holdco and the Collateral Agent; and (f) Collateral Supplement (the “California Collateral Supplement” and together Default Rate in accordance with the Irish Collateral Supplement, the “Collateral Supplements”) dated as of the date hereof between CA Subsidiary Holdco and the Collateral Agent. Each of ILFC, Borrower, Parent Holdco, CA Subsidiary Holdco and Irish Subsidiary Holdco is referred to herein as an “Obligor”. Each Section 8 of the Credit Agreement, from the Security Agreementdue date thereof until all such amounts have been paid in full in good, immediately available funds. If any payment on this Delayed Draw Term Loan Note becomes payable on a day other than a Business Day, the Account Control Agreementmaturity thereof shall be extended to the next succeeding Business Day. Borrower hereby waives diligence, the Intercreditor Agreement demand, presentment, protest and the Collateral Supplements is referred notice of any kind, and assents to herein as a “Transaction Document”. Each extensions of the Security Agreementtime of payment, release, surrender or substitution of security, or forbearance or other indulgence, without notice. Xxxxxxxx agrees to pay all amounts under this Delayed Draw Term Loan Note without offset, deduction, claim, counterclaim, defense or recoupment, all of which are hereby waived. Administrative Agent, Xxxxxx, Borrower and any other parties to the Account Control Agreement Loan Documents intend to contract in strict compliance with applicable usury law from time to time in effect. In furtherance thereof such Persons stipulate and the Collateral Supplements is referred to herein as a “Security Document”. We have also examined and relied upon such records and statements and certificates of public officials and representatives and officers agree that none of the Obligors terms and other persons as we have deemed necessary as provisions contained in the Loan Documents shall ever be construed to create a basis contract to pay, for the opinions expressed belowuse, forbearance or detention of money, interest in excess of the maximum amount of interest permitted to be charged by Applicable Law from time to time in effect. As to factual matters relevant to our opinions expressed belowNeither Borrower nor any present or future guarantors, we haveendorsers, without independent investigation, relied upon the foregoing and the representations and warranties made in or pursuant to the Transaction Documents. We have not reviewed the dockets or other records Persons hereafter becoming liable for payment of any court, arbitrator Obligation shall ever be liable for unearned interest thereon or governmental or regulatory body or agency or conducted any other investigation or inquiry or otherwise established or verified any factual matter. In such examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted shall ever be required to us as originals and the conformity with the originals of all documents submitted to us as certified or photostatic copies. We have assumed that the Collateral does not include any Aircraft, Engines or Parts (as such terms are defined pay interest thereon in the FAA Act), or Aircraft Objects (as defined in the Cape Town Convention), or leases thereof or other interests therein. Except as expressly opined on by us below, we have assumed, without investigation: (i) the due organization, valid existence and, to the extent applicable, good standing of each party to the Transaction Documents; (ii) that each party to the Transaction Documents has requisite power and authority to execute, deliver and perform its obligations under the Transaction Documents to which it is a party; (iii) that each Transaction Document has been duly authorized, executed and delivered by each party thereto; (iv) that each Transaction Document constitutes a valid, binding and enforceable obligation of each party thereto; (v) that the execution, delivery and performance by each party excess of the Transaction Documents maximum amount that may be lawfully charged under Applicable Law from time to which it is a party do not contravene such party’s constitutional documents, violate any law, rule or regulation applicable to such party or result time in any conflict with or breach of any agreement or instrument to which such party is a party or by which such party is bound; (vi) that each party to the Transaction Documents has obtained or made all consents, approvals, authorizations, filings, registrations, qualifications or recordations with each Governmental Authority required in connection with the execution, delivery and performance of the Transaction Documents; (vii) all applicable filings, registrations, recordations or other actions necessary to perfect as to ownership or security interest (except as set forth herein) including under the Cape Town Convention have been or will be made; (viii) for purposes of the Uniform Commercial Code of the State of New York (the “NYUCC”), Irish Subsidiary Holdco is deemed located in the District of Columbia; and (ix) the accuracy and completeness as of the date hereof of the certificates and other information and statements delivered or made to us by representatives and officers of each Obligor. We have made no investigation or review of any matters relating to the Obligors or any other person or entity other than as expressly described herein. Further, we have made no special investigation of the business operations of the Obligors or any other person or entity for the purpose of identifying laws or regulations to which the Obligors or any other person or entity are subject. With reference particularly to our opinion in paragraph 3 below, we note that our representation of the Obligors is limited to this and similar transactions and that we are not generally familiar with their respective affairs or operations. We have also assumed that: (i) all applicable chattel paper (as such term is defined in Article 9 of the NYUCC) constitutes “tangible chattel paper” within the meaning of Section 9-102 of the NYUCC and is located only in the State of New York and is in the possession of the Collateral Agent; (ii) the Collateral subject to the Lien of the Security Documents exists, and each applicable Obligor has rights in the applicable Collateral and has the power to transfer its rights in the applicable Collateral; (iii) the descriptions of the Collateral contained in, or attached as schedules to, the applicable Security Documents sufficiently describe the Collateral intended to be covered by such Security Documents; (iv) the Collateral does not include any “cooperative interest” or “commercial tort claim” (as such terms are defined in Article 9 of the NYUCC); (v) for purposes of Article 9 of the NY UCC, no statute, regulation or treaty of the United States is applicable to any of the Collateral; (vi) the certificates representing the Pledged Equity Interests (used herein to mean the certificates representing the Pledged Stock and the Pledged Beneficial Interests listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) of Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco and each Pledged Equity Party listed in Annex II to each Collateral Supplement is in the possession of the Collateral Agent, together with duly executed in blank instruments of transfer in respect thereof; and (vii) the instruments representing the Pledged Debt (used herein to mean the Pledged Debt instruments listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) are each in the possession of the Collateral Agent, together with duly executed in blank allonges in respect thereof. Based upon the foregoing and subject to the qualifications and limitations set forth below, we are of the opinion that: 1. Each Transaction Document is a valid and binding obligation of each Obligor party thereto, enforceable against such Obligor in accordance with its terms. 2. The execution and delivery by each Obligor of the Transaction Documents to which it is a party does noteffect, and the performance by each Obligor provisions of its obligations thereunder will not, cause such Obligor to violate any Generally Applicable Law (defined below). 3. No consent, approval or authorization of, and no filing, registration, qualification or recordation with, United States federal or State of New York governmental authorities pursuant to any Generally Applicable Law is required in connection with the execution and delivery and consummation this paragraph shall control over all other provisions of the transactions contemplated thereby by Loan Documents which may be in conflict or apparent conflict herewith. Xxxxxx expressly disavows any Obligor intention to charge or collect excessive unearned interest or finance charges in the event the maturity of the Transaction Documents to which it any Obligation is a party, other than accelerated. If (a) those that are specified in the Transaction Documentsmaturity of any Obligation is accelerated for any reason, (b) filings necessary any Obligation is prepaid and as a result any amounts held to createconstitute interest are determined to be in excess of the legal maximum, record, perfect or maintain the security interests created by the Security Agreement, (c) those Lender or any other holder of any or all of the Obligations shall otherwise collect amounts which are determined to constitute interest which would otherwise increase the interest on any or all of the Obligations to an amount in excess of that have been duly obtainedpermitted to be charged by Applicable Law then in effect, taken then all sums determined to constitute interest in excess of such legal limit shall, without penalty, be promptly applied to reduce the then outstanding principal of the related Obligations or, at Lender’s or made such holder’s option, promptly returned to Borrower upon such determination. In determining whether or not the interest paid or payable, under any specific circumstance, exceeds the maximum amount permitted under Applicable Law, Lender and Borrower (and any other payors thereof) shall to the greatest extent permitted under Applicable Law, (i) characterize any non-principal payment as an expense, fee or premium rather than as interest, (ii) exclude voluntary prepayments and the effects thereof, and (diii) amortize, prorate, allocate, and spread the total amount of interest through the entire contemplated term of this Delayed Draw Term Loan Note in accordance with the case amount outstanding from time to time thereunder and the maximum legal rate of Collateral constituting securitiesinterest from time to time in effect under Applicable Law in order to lawfully charge the maximum amount of interest permitted under Applicable Law. This Delayed Draw Term Loan Note may not be changed, as may modified or terminated orally, but only by an agreement in writing signed by Xxxxxxxx and Lender or any holder hereof. This Delayed Draw Term Loan Note shall be required binding upon the successors and assigns of Borrower and inure to the benefit of Lender and its successors, endorsees and assigns; provided, however, that Borrower shall not assign this Delayed Draw Term Loan Note or any obligations hereunder without the prior written consent of Lender (such consent to be granted or withheld at Xxxxxx’s sole discretion), and any purported assignment without such prior written consent shall be null, void and of no effect. If any term or provision of this Delayed Draw Term Loan Note shall be held invalid, illegal or unenforceable, the validity of all other terms and provisions hereof shall in connection with any disposition of such Collateralno way be affected thereby. BORROWER AND, BY ITS ACCEPTANCE HEREOF, XXXXXX XXXXXX KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES (TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW) ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY OF ANY DISPUTE ARISING UNDER OR RELATING TO THIS DELAYED DRAW TERM LOAN NOTE AND AGREES THAT ANY SUCH DISPUTE SHALL BE TRIED BEFORE A JUDGE SITTING WITHOUT A JURY. THIS DELAYED DRAW TERM LOAN NOTE AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF TEXAS, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE. THE PARTIES AGREE THAT ANY ACTION OR PROCEEDING ARISING UNDER OR RELATED TO THIS DELAYED DRAW TERM LOAN NOTE MAY BE COMMENCED IN ANY FEDERAL OR STATE COURT SITTING IN THE EASTERN DISTRICT OF TEXAS AND THE PARTIES IRREVOCABLY SUBMIT TO THE JURISDICTION OF EACH SUCH COURT AND AGREE NOT TO ASSERT, BY WAY OF MOTION, AS A DEFENSE OR OTHERWISE, IN ANY SUCH SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF SUCH COURT, THAT THE SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM, THAT THE VENUE OF SUCH SUIT, ACTION OR PROCEEDING IS IMPROPER, OR THAT THE AGREEMENT OR THE SUBJECT MATTER THEREOF OR THE TRANSACTION CONTEMPLATED HEREBY OR THEREBY MAY NOT BE ENFORCED IN OR BY SUCH COURT. NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS DELAYED DRAW TERM LOAN NOTE OR IN ANY OTHER LOAN DOCUMENT SHALL LIMIT OR RESTRICT LENDER’S RIGHT TO COMMENCE ANY PROCEEDING IN THE FEDERAL OR STATE COURTS LOCATED IN THE STATE IN WHICH ANY COLLATERAL IS LOCATED TO THE EXTENT LENDER DEEMS SUCH PROCEEDING NECESSARY OR ADVISABLE TO EXERCISE REMEDIES AVAILABLE UNDER ANY LOAN DOCUMENT. THE PARTIES AGREE 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.

General Provisions. This Affiliated Lender Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Affiliated Lender Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Affiliated Lender Assignment and Assumption by telecopy facsimile or by email as a “.pdf” or “.tif” attachment shall be effective as delivery of a manually executed counterpart of this Affiliated Lender Assignment and Assumption. This Affiliated Lender Assignment and Assumption shall be construed in accordance with and governed by the laws of the State of New York. EXHIBIT D-1A April 12Xxxxxxx Xxxxx Bank USA, 2012 To as Administrative Agent for the Addressees Listed on Schedule 1 Lenders referred to below 0000 Xxxxxxxxxx Xxxxx Xxxxxx, Xxxxx 00000 Attention: Agency Operations Fax: (000) 000-0000 Email: xx-xxxxxx-Xxxxxxxxxxx@xx.xxx [·] [·], 20[·](14) Ladies and Gentlemen: We have acted Reference is hereby made to that certain First Lien Credit Agreement dated as New York counsel to International Lease Finance Corporation of May 14, 2014 (as amended, restated, amended and restated, supplemented or otherwise modified and in effect on the date hereof, the “ILFCFirst Lien Credit Agreement”) ), by and among, inter alios, Xxxxxxxx Intermediate, Inc., a Delaware corporation, as Holdings, Xxxxxxxx Corporation, a Delaware corporation, as the Top Borrower, and the other Obligors as defined below in connection with the Term Loan Credit Agreement (the “Credit Agreement”) dated as of the date hereof among Delos Aircraft Inc. as Borrower (“Borrower”), ILFC, Hyperion Aircraft Inc. (“Parent Holdco”), Apollo Aircraft Inc. (“CA Subsidiary Holdco”), Artemis (Delos) Limited (“Irish Subsidiary Holdco”)Borrowers party thereto, the Lenders from time to time party thereto, Xxxxxxx Sachs Bank USA, in its capacities as the swingline lender and as administrative agent and collateral agent for the Lenders and Royal Bank of America, N.A., Canada as Administrative Agent and Bank of America, N.A., as Collateral Agent (the “Collateral Agent”)issuing bank. Capitalized terms Terms defined in the First Lien Credit Agreement are used herein and not with the same meanings unless otherwise defined shall have herein. The undersigned hereby gives you notice pursuant to Section 2.03 of the meanings given such terms in the First Lien Credit Agreement that it requests the Borrowings under the First Lien Credit Agreement to be made on [·] [·], 20[·], and in that connection sets forth below the Security Agreement. This opinion is delivered pursuant terms on which the Borrowings are requested to Sections 4.01(e) and 4.02(d) of the Credit Agreement. In rendering the opinions expressed below, we have examined executed copies of the following documentsbe made: (aA) Credit Agreement; (bBorrower [Xxxxxxxx Parent, Inc.](15) Term Loan Security Agreement (the “Security Agreement”[Xxxxxxxx Corporation](16) dated as of the date hereof among Parent Holdco[Bluefin Tuna Merger Sub, BorrowerInc.](17) [iHealth Technologies, Irish Subsidiary HoldcoInc.](18) [Bluefin Tuna Finance Sub 1, CA Subsidiary HoldcoInc.](19) [Xxxxxxxx International Holdings, the additional grantors party thereto and the Collateral Agent; (cInc.](20) Account Control Agreement (the “Account Control Agreement”[Bluefin Tuna Finance Sub 2, Inc.](21) dated as of the date hereof among the Securities Intermediary[Xxxxxxxx, Borrower and the Collateral Agent; (d) Intercreditor Agreement (the “Intercreditor Agreement”) dated as of the date hereof among Parent Holdco, Borrower, ILFC, CA Subsidiary Holdco, Irish Subsidiary Holdco and the Collateral Agent; (e) Collateral Supplement (the “Irish Collateral Supplement”) dated as of the date hereof between Irish Subsidiary Holdco and the Collateral Agent; and (f) Collateral Supplement (the “California Collateral Supplement” and together with the Irish Collateral Supplement, the “Collateral Supplements”) dated as of the date hereof between CA Subsidiary Holdco and the Collateral Agent. Each of ILFC, Borrower, Parent Holdco, CA Subsidiary Holdco and Irish Subsidiary Holdco is referred to herein as an “Obligor”. Each of the Credit Agreement, the Security Agreement, the Account Control Agreement, the Intercreditor Agreement and the Collateral Supplements is referred to herein as a “Transaction Document”. Each of the Security Agreement, the Account Control Agreement and the Collateral Supplements is referred to herein as a “Security Document”. We have also examined and relied upon such records and statements and certificates of public officials and representatives and officers of the Obligors and other persons as we have deemed necessary as a basis for the opinions expressed below. As to factual matters relevant to our opinions expressed below, we have, without independent investigation, relied upon the foregoing and the representations and warranties made in or pursuant to the Transaction Documents. We have not reviewed the dockets or other records of any court, arbitrator or governmental or regulatory body or agency or conducted any other investigation or inquiry or otherwise established or verified any factual matter. In such examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as certified or photostatic copies. We have assumed that the Collateral does not include any Aircraft, Engines or Parts (as such terms are defined in the FAA ActLLC.](22), or Aircraft Objects (as defined in the Cape Town Convention), or leases thereof or other interests therein. Except as expressly opined on by us below, we have assumed, without investigation: (i) the due organization, valid existence and, to the extent applicable, good standing of each party to the Transaction Documents; (ii) that each party to the Transaction Documents has requisite power and authority to execute, deliver and perform its obligations under the Transaction Documents to which it is a party; (iii) that each Transaction Document has been duly authorized, executed and delivered by each party thereto; (iv) that each Transaction Document constitutes a valid, binding and enforceable obligation of each party thereto; (v) that the execution, delivery and performance by each party of the Transaction Documents to which it is a party do not contravene such party’s constitutional documents, violate any law, rule or regulation applicable to such party or result in any conflict with or breach of any agreement or instrument to which such party is a party or by which such party is bound; (vi) that each party to the Transaction Documents has obtained or made all consents, approvals, authorizations, filings, registrations, qualifications or recordations with each Governmental Authority required in connection with the execution, delivery and performance of the Transaction Documents; (vii) all applicable filings, registrations, recordations or other actions necessary to perfect as to ownership or security interest (except as set forth herein) including under the Cape Town Convention have been or will be made; (viii) for purposes of the Uniform Commercial Code of the State of New York (the “NYUCC”), Irish Subsidiary Holdco is deemed located in the District of Columbia; and (ix) the accuracy and completeness as of the date hereof of the certificates and other information and statements delivered or made to us by representatives and officers of each Obligor. We have made no investigation or review of any matters relating to the Obligors or any other person or entity other than as expressly described herein. Further, we have made no special investigation of the business operations of the Obligors or any other person or entity for the purpose of identifying laws or regulations to which the Obligors or any other person or entity are subject. With reference particularly to our opinion in paragraph 3 below, we note that our representation of the Obligors is limited to this and similar transactions and that we are not generally familiar with their respective affairs or operations. We have also assumed that: (i) all applicable chattel paper (as such term is defined in Article 9 of the NYUCC) constitutes “tangible chattel paper” within the meaning of Section 9-102 of the NYUCC and is located only in the State of New York and is in the possession of the Collateral Agent; (ii) the Collateral subject to the Lien of the Security Documents exists, and each applicable Obligor has rights in the applicable Collateral and has the power to transfer its rights in the applicable Collateral; (iii) the descriptions of the Collateral contained in, or attached as schedules to, the applicable Security Documents sufficiently describe the Collateral intended to be covered by such Security Documents; (iv) the Collateral does not include any “cooperative interest” or “commercial tort claim” (as such terms are defined in Article 9 of the NYUCC); (v) for purposes of Article 9 of the NY UCC, no statute, regulation or treaty of the United States is applicable to any of the Collateral; (vi) the certificates representing the Pledged Equity Interests (used herein to mean the certificates representing the Pledged Stock and the Pledged Beneficial Interests listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) of Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco and each Pledged Equity Party listed in Annex II to each Collateral Supplement is in the possession of the Collateral Agent, together with duly executed in blank instruments of transfer in respect thereof; and (vii) the instruments representing the Pledged Debt (used herein to mean the Pledged Debt instruments listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) are each in the possession of the Collateral Agent, together with duly executed in blank allonges in respect thereof. Based upon the foregoing and subject to the qualifications and limitations set forth below, we are of the opinion that: 1. Each Transaction Document is a valid and binding obligation of each Obligor party thereto, enforceable against such Obligor in accordance with its terms. 2. The execution and delivery by each Obligor of the Transaction Documents to which it is a party does not, and the performance by each Obligor of its obligations thereunder will not, cause such Obligor to violate any Generally Applicable Law (defined below). 3. No consent, approval or authorization of, and no filing, registration, qualification or recordation with, United States federal or State of New York governmental authorities pursuant to any Generally Applicable Law is required in connection with the execution and delivery and consummation of the transactions contemplated thereby by any Obligor of the Transaction Documents to which it is a party, other than (a) those that are specified in the Transaction Documents, (b) filings necessary to create, record, perfect or maintain the security interests created by the Security Agreement, (c) those that have been duly obtained, taken or made and (d) in the case of Collateral constituting securities, as may be required in connection with any disposition of such Collateral.

General Provisions. This Assignment Agreement constitutes the entire agreement of the parties to this Agreement and Assumption shall be binding uponsupersedes all prior written or oral and all contemporaneous oral agreements, understandings and inure negotiations with respect to the benefit ofsubject matter hereof except, as to the Initial Purchaser, the parties hereto and their respective successors and assignsNote Purchase Agreement. This Assignment and Assumption Agreement may be executed in any number of two or more counterparts, each one of which together shall constitute one be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption This Agreement may not be amended or modified unless in writing by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be construed in accordance with and governed by the laws all of the State of New York. EXHIBIT D-1A April 12parties hereto, 2012 To the Addressees Listed on Schedule 1 Ladies and Gentlemen: We have acted as New York counsel to International Lease Finance Corporation no condition herein (“ILFC”express or implied) and the other Obligors as defined below may be waived unless waived in connection with the Term Loan Credit Agreement (the “Credit Agreement”) dated as of the date hereof among Delos Aircraft Inc. as Borrower (“Borrower”), ILFC, Hyperion Aircraft Inc. (“Parent Holdco”), Apollo Aircraft Inc. (“CA Subsidiary Holdco”), Artemis (Delos) Limited (“Irish Subsidiary Holdco”), the Lenders party thereto, Bank of America, N.A., as Administrative Agent and Bank of America, N.A., as Collateral Agent (the “Collateral Agent”). Capitalized terms used herein and not otherwise defined shall have the meanings given such terms in the Credit Agreement and the Security Agreement. This opinion is delivered pursuant to Sections 4.01(e) and 4.02(d) of the Credit Agreement. In rendering the opinions expressed below, we have examined executed copies of the following documents: (a) Credit Agreement; (b) Term Loan Security Agreement (the “Security Agreement”) dated as of the date hereof among Parent Holdco, Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco, the additional grantors party thereto and the Collateral Agent; (c) Account Control Agreement (the “Account Control Agreement”) dated as of the date hereof among the Securities Intermediary, Borrower and the Collateral Agent; (d) Intercreditor Agreement (the “Intercreditor Agreement”) dated as of the date hereof among Parent Holdco, Borrower, ILFC, CA Subsidiary Holdco, Irish Subsidiary Holdco and the Collateral Agent; (e) Collateral Supplement (the “Irish Collateral Supplement”) dated as of the date hereof between Irish Subsidiary Holdco and the Collateral Agent; and (f) Collateral Supplement (the “California Collateral Supplement” and together with the Irish Collateral Supplement, the “Collateral Supplements”) dated as of the date hereof between CA Subsidiary Holdco and the Collateral Agent. Each of ILFC, Borrower, Parent Holdco, CA Subsidiary Holdco and Irish Subsidiary Holdco is referred to herein as an “Obligor”. Each of the Credit Agreement, the Security Agreement, the Account Control Agreement, the Intercreditor Agreement and the Collateral Supplements is referred to herein as a “Transaction Document”. Each of the Security Agreement, the Account Control Agreement and the Collateral Supplements is referred to herein as a “Security Document”. We have also examined and relied upon such records and statements and certificates of public officials and representatives and officers of the Obligors and other persons as we have deemed necessary as a basis for the opinions expressed below. As to factual matters relevant to our opinions expressed below, we have, without independent investigation, relied upon the foregoing and the representations and warranties made in or pursuant to the Transaction Documents. We have not reviewed the dockets or other records of any court, arbitrator or governmental or regulatory body or agency or conducted any other investigation or inquiry or otherwise established or verified any factual matter. In such examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as certified or photostatic copies. We have assumed that the Collateral does not include any Aircraft, Engines or Parts (as such terms are defined in the FAA Act), or Aircraft Objects (as defined in the Cape Town Convention), or leases thereof or other interests therein. Except as expressly opined on by us below, we have assumed, without investigation: (i) the due organization, valid existence and, to the extent applicable, good standing of each party to the Transaction Documents; (ii) that each party to the Transaction Documents has requisite power and authority to execute, deliver and perform its obligations under the Transaction Documents to which it is a party; (iii) that each Transaction Document has been duly authorized, executed and delivered writing by each party thereto; (iv) that each Transaction Document constitutes a valid, binding whom the condition is meant to benefit. The Table of Contents and enforceable obligation of each party thereto; (v) that the execution, delivery and performance by each party section headings herein are for the convenience of the Transaction Documents to which it is a party do parties only and shall not contravene such party’s constitutional documents, violate any law, rule affect the construction or regulation applicable to such party or result in any conflict with or breach interpretation of any agreement or instrument to which such party is a party or by which such party is bound; (vi) that each party this Agreement. Kindly sign and return to the Transaction Documents has obtained or made Company the enclosed copies hereof, whereupon this instrument, along with all consentscounterparts hereof, approvals, authorizations, filings, registrations, qualifications or recordations with each Governmental Authority required in connection with the execution, delivery and performance of the Transaction Documents; (vii) all applicable filings, registrations, recordations or other actions necessary to perfect as to ownership or security interest (except as set forth herein) including under the Cape Town Convention have been or will be made; (viii) for purposes of the Uniform Commercial Code of the State of New York (the “NYUCC”), Irish Subsidiary Holdco is deemed located in the District of Columbia; and (ix) the accuracy and completeness as of the date hereof of the certificates and other information and statements delivered or made to us by representatives and officers of each Obligor. We have made no investigation or review of any matters relating to the Obligors or any other person or entity other than as expressly described herein. Further, we have made no special investigation of the business operations of the Obligors or any other person or entity for the purpose of identifying laws or regulations to which the Obligors or any other person or entity are subject. With reference particularly to our opinion in paragraph 3 below, we note that our representation of the Obligors is limited to this and similar transactions and that we are not generally familiar with their respective affairs or operations. We have also assumed that: (i) all applicable chattel paper (as such term is defined in Article 9 of the NYUCC) constitutes “tangible chattel paper” within the meaning of Section 9-102 of the NYUCC and is located only in the State of New York and is in the possession of the Collateral Agent; (ii) the Collateral subject to the Lien of the Security Documents exists, and each applicable Obligor has rights in the applicable Collateral and has the power to transfer its rights in the applicable Collateral; (iii) the descriptions of the Collateral contained in, or attached as schedules to, the applicable Security Documents sufficiently describe the Collateral intended to be covered by such Security Documents; (iv) the Collateral does not include any “cooperative interest” or “commercial tort claim” (as such terms are defined in Article 9 of the NYUCC); (v) for purposes of Article 9 of the NY UCC, no statute, regulation or treaty of the United States is applicable to any of the Collateral; (vi) the certificates representing the Pledged Equity Interests (used herein to mean the certificates representing the Pledged Stock and the Pledged Beneficial Interests listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) of Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco and each Pledged Equity Party listed in Annex II to each Collateral Supplement is in the possession of the Collateral Agent, together with duly executed in blank instruments of transfer in respect thereof; and (vii) the instruments representing the Pledged Debt (used herein to mean the Pledged Debt instruments listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) are each in the possession of the Collateral Agent, together with duly executed in blank allonges in respect thereof. Based upon the foregoing and subject to the qualifications and limitations set forth below, we are of the opinion that: 1. Each Transaction Document is shall become a valid and binding obligation of each Obligor party thereto, enforceable against such Obligor agreement in accordance with its terms. 2. Very truly yours, INSIGHT HEALTH SERVICES HOLDINGS CORP. By: -------------------------------- Name: Title: INSIGHT HEALTH SERVICES CORP. By: -------------------------------- Name: Title: [Name of Subsidiary Guarantor] By: -------------------------------- Name: Title: The execution foregoing Purchase Agreement is hereby confirmed and delivery accepted by each Obligor the Initial Purchaser as of the Transaction Documents to which it is a party does notdate first above written. BANC OF AMERICA SECURITIES LLC By: ------------------------- Name: Title: SCHEDULE A GUARANTORS(9) Guarantor Jurisdiction of Organization --------- ---------------------------- [InSight Health Corp. Delaware Signal Medical Services, and the performance by each Obligor Inc. Delaware Open MRI, Inc. Delaware Maxum Health Corp. Delaware Radiosurgery Centers, Inc. Delaware Maxum Health Services Corp. Delaware MRI Associates, L.P. Indiana Maxum Health Services of its obligations thereunder will notNorth Texas, cause such Obligor to violate any Generally Applicable Law (defined below). 3. No consentInc. Texas Maxum Health Services of Dallas, approval or authorization ofInc. Texas NDDC, and no filing, registration, qualification or recordation with, United States federal or State of New York governmental authorities pursuant to any Generally Applicable Law is required in connection with the execution and delivery and consummation of the transactions contemplated thereby by any Obligor of the Transaction Documents to which it is a party, other than (a) those that are specified in the Transaction Documents, (b) filings necessary to create, record, perfect or maintain the security interests created by the Security Agreement, (c) those that have been duly obtained, taken or made and (d) in the case of Collateral constituting securities, as may be required in connection with any disposition of such Collateral.Inc. Texas Diagnostic Solutions Corp. Delaware] ------------------------

General Provisions. This Assignment 1.01 Sublandlord hereby subleases the ALF Premises to Subtenant, pursuant to the terms and Assumption provisions of this Sublease and the Prime Lease. The term (as such term may be extended pursuant to this Section 1.01, the “Initial Term”) of this Sublease shall be binding upon, and inure to for a period commencing at 12:00:01 A.M. on the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be construed in accordance with and governed by the laws Commencement Date of the State of New York. EXHIBIT D-1A April 12, 2012 To the Addressees Listed on Schedule 1 Ladies and Gentlemen: We have acted as New York counsel to International Prime Lease Finance Corporation (“ILFC”) and the other Obligors as defined below in connection with the Term Loan Credit Agreement (the “Credit Agreement”) dated as of the date hereof among Delos Aircraft Inc. as Borrower (“BorrowerCommencement Date”), ILFC, Hyperion Aircraft Inc. (“Parent Holdco”), Apollo Aircraft Inc. (“CA Subsidiary Holdco”), Artemis (Delos) Limited (“Irish Subsidiary Holdco”), the Lenders party thereto, Bank of America, N.A., as Administrative Agent and Bank of America, N.A., as Collateral Agent (the “Collateral Agent”). Capitalized terms used herein and not otherwise defined shall have the meanings given ending on such terms in the Credit Agreement and the Security Agreement. This opinion is delivered pursuant to Sections 4.01(e) and 4.02(d) of the Credit Agreement. In rendering the opinions expressed below, we have examined executed copies of the following documents: (a) Credit Agreement; (b) Term Loan Security Agreement (the “Security Agreement”) dated as of the date hereof among Parent Holdco, Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco, the additional grantors party thereto and the Collateral Agent; (c) Account Control Agreement (the “Account Control Agreement”) dated as of the date hereof among the Securities Intermediary, Borrower and the Collateral Agent; (d) Intercreditor Agreement (the “Intercreditor Agreement”) dated as of the date hereof among Parent Holdco, Borrower, ILFC, CA Subsidiary Holdco, Irish Subsidiary Holdco and the Collateral Agent; (e) Collateral Supplement (the “Irish Collateral Supplement”) dated as of the date hereof between Irish Subsidiary Holdco and the Collateral Agent; and (f) Collateral Supplement (the “California Collateral Supplement” and together with the Irish Collateral Supplement, the “Collateral Supplements”) dated as of the date hereof between CA Subsidiary Holdco and the Collateral Agent. Each of ILFC, Borrower, Parent Holdco, CA Subsidiary Holdco and Irish Subsidiary Holdco is referred to herein as an “Obligor”. Each of the Credit Agreement, the Security Agreement, the Account Control Agreement, the Intercreditor Agreement and the Collateral Supplements is referred to herein as a “Transaction Document”. Each of the Security Agreement, the Account Control Agreement and the Collateral Supplements is referred to herein as a “Security Document”. We have also examined and relied upon such records and statements and certificates of public officials and representatives and officers of the Obligors and other persons as we have deemed necessary as a basis for the opinions expressed below. As to factual matters relevant to our opinions expressed below, we have, without independent investigation, relied upon the foregoing and the representations and warranties made in or pursuant to the Transaction Documents. We have not reviewed the dockets or other records of any court, arbitrator or governmental or regulatory body or agency or conducted any other investigation or inquiry or otherwise established or verified any factual matter. In such examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as certified or photostatic copies. We have assumed that the Collateral does not include any Aircraft, Engines Term or Parts Extended Term (as such terms are defined in the FAA ActPrime Lease), or Aircraft Objects as applicable, of the Prime Lease terminates pursuant to its terms (the “Expiration Date”), unless sooner terminated pursuant to the terms and provisions of this Sublease and/or the Prime Lease. Subtenant acknowledges that Sublandlord has two (2) options (each, a “Renewal Option”), to extend the Initial Term of this Sublease for an additional period of five (5) years each (each, an “Extension Term”). The Initial Term together with each Extension Term are collectively referred to herein as defined the “Term”. Each Renewal Option for each Extension Term may be exercised by Subtenant, by Subtenant giving written notice (an “Option Notice”) to Sublandlord not less than six (6) months nor more than twelve (12) months prior to the expiration of the then current term of this Sublease. Sublandlord hereby covenants and agrees that if Subtenant exercises a Renewal Option under this Sublease, then Sublandlord shall timely and validly exercise its corresponding extension option under the Prime, in accordance with the terms and provisions of the Prime Lease for the valid exercise of such renewal option, subject to Sublandlord having the right to exercise the extension at that time. 1.02 This Sublease is, and shall be at all times, subject and subordinate to the Prime Lease and to all matters to which the Prime Lease is subject and subordinate. Subtenant hereby covenants and agrees to fully comply with and abide by all terms and conditions set forth in the Cape Town Convention), or leases thereof or other interests thereinPrime Lease as if Subtenant were the tenant under the Prime Lease with respect to the ALF Premises. Except as otherwise provided herein, the parties agree that all the terms, covenants and conditions contained in the Prime Lease applicable to the ALF Premises shall be applicable to this Sublease and are hereby incorporated herein and made a part hereof. Subtenant hereby expressly opined on by us belowassumes and agrees to fully comply with and be bound by, we have assumedfor the benefit of Sublandlord, each and every obligation, liability, responsibility and duty of Sublandlord under the Prime Lease with respect to the ALF Premises (including, without investigation: (i) limitation, any and all increases in rent and other charges thereunder). Without limiting the due organizationgenerality of the foregoing, valid existence andSubtenant shall maintain for the benefit of Owner, Sublandlord, and Subtenant the types of insurance with the minimum coverage amounts required under Section 22 of the Prime Lease. All such insurance policies so maintained shall be in accordance with the requirements of Section 22 in the Prime Lease. 1.03 The parties further agree that the Subtenant shall have each and every of the rights and privileges of the Sublandlord under the Prime Lease with respect to the extent applicableALF Premises. For the purposes of this Sublease of the ALF Premises, good standing wherever in the Prime Lease the word “Landlord” or “Owner” is used it shall be deemed to mean the Sublandlord herein and wherever in the Prime Lease the term “Tenant” or “Operator” is used it shall be deemed to mean the Subtenant herein. The rights and obligations of Sublandlord and Subtenant to each party other under this Sublease shall be the rights and obligations of the Owner and Sublandlord to the Transaction Documents; (ii) that each party to the Transaction Documents has requisite power and authority to execute, deliver and perform its obligations other under the Transaction Documents to Prime Lease, which it is a party; incorporated herein by reference, except for those provisions in the Prime Lease which are directly contradicted by this Sublease (iii) that each Transaction Document has been duly authorized, executed and delivered by each party thereto; (iv) that each Transaction Document constitutes a valid, binding and enforceable obligation of each party thereto; (v) that in which event the execution, delivery and performance by each party terms of the Transaction Documents to which it Prime Lease shall control over this Sublease). 1.04 This Sublease is a party do not contravene such party’s constitutional documents, violate any law, rule or regulation applicable to such party or result in any conflict with or breach of any agreement or instrument to which such party is a party or by which such party is bound; (vi) that each party to the Transaction Documents has obtained or made all consents, approvals, authorizations, filings, registrations, qualifications or recordations with each Governmental Authority required in connection with the execution, delivery and performance an assignment of the Transaction Documents; (vii) all applicable filingsPrime Lease by Sublandlord to Subtenant, registrations, recordations or other actions necessary and Subtenant does not assume and shall not be liable to perfect as to ownership or security interest (except as set forth herein) including under the Cape Town Convention have been or will be made; (viii) for purposes of the Uniform Commercial Code of the State of New York (the “NYUCC”), Irish Subsidiary Holdco is deemed located in the District of Columbia; and (ix) the accuracy and completeness as of the date hereof of the certificates and other information and statements delivered or made to us by representatives and officers of each Obligor. We have made no investigation or review of any matters relating to the Obligors or any other person or entity other than as expressly described herein. Further, we have made no special investigation of the business operations of the Obligors or any other person or entity for obligations arising under the purpose of identifying laws or regulations to which the Obligors or any other person or entity are subject. With reference particularly to our opinion in paragraph 3 below, we note that our representation of the Obligors is limited to this and similar transactions and that we are not generally familiar Prime Lease with their respective affairs or operations. We have also assumed that: (i) all applicable chattel paper (as such term is defined in Article 9 of the NYUCC) constitutes “tangible chattel paper” within the meaning of Section 9-102 of the NYUCC and is located only in the State of New York and is in the possession of the Collateral Agent; (ii) the Collateral subject respect to the Lien period prior to the Commencement Date of this Sublease. 1.05 Sublandlord hereby authorizes Subtenant to deal directly with the Security Documents exists, and each applicable Obligor has rights in the applicable Collateral and has the power to transfer its rights in the applicable Collateral; (iii) the descriptions of the Collateral contained in, or attached as schedules to, the applicable Security Documents sufficiently describe the Collateral intended to be covered by such Security Documents; (iv) the Collateral does not include any “cooperative interest” or “commercial tort claim” (as such terms are defined in Article 9 of the NYUCC); (v) for purposes of Article 9 of the NY UCC, no statute, regulation or treaty of the United States is applicable Owner with respect to any and all matters arising under the Prime Lease insofar as they involve the XXX Xxxxxxxx; provided that Subtenant shall keep Sublandlord apprised, in a timely fashion, of all such dealings. 1.06 In the Collateral; (vi) event that Subtenant receives a written notice from Owner stating that a default or an event of default has occurred under the certificates representing Prime Lease or that an event or circumstance has occurred which with notice and/or passage of time would constitute a default or event of default under the Pledged Equity Interests (used herein to mean the certificates representing the Pledged Stock Prime Lease, Subtenant may without further consent or instruction of Sublandlord pay all Base Rent and the Pledged Beneficial Interests listed in Schedule II other sums due under this Sublease directly to the Security Agreement and in Annex II to each Collateral Supplement) of Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco and each Pledged Equity Party listed in Annex II to each Collateral Supplement is in Owner or as the possession of the Collateral Agent, together with duly executed in blank instruments of transfer in respect thereof; and (vii) the instruments representing the Pledged Debt (used herein to mean the Pledged Debt instruments listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) are each in the possession of the Collateral Agent, together with duly executed in blank allonges in respect thereof. Based upon the foregoing and subject to the qualifications and limitations set forth below, we are of the opinion that: 1. Each Transaction Document is a valid and binding obligation of each Obligor party thereto, enforceable against such Obligor in accordance with its termsOwner may direct. 2. The execution and delivery by each Obligor of the Transaction Documents to which it is a party does not, and the performance by each Obligor of its obligations thereunder will not, cause such Obligor to violate any Generally Applicable Law (defined below). 3. No consent, approval or authorization of, and no filing, registration, qualification or recordation with, United States federal or State of New York governmental authorities pursuant to any Generally Applicable Law is required in connection with the execution and delivery and consummation of the transactions contemplated thereby by any Obligor of the Transaction Documents to which it is a party, other than (a) those that are specified in the Transaction Documents, (b) filings necessary to create, record, perfect or maintain the security interests created by the Security Agreement, (c) those that have been duly obtained, taken or made and (d) in the case of Collateral constituting securities, as may be required in connection with any disposition of such Collateral.

General Provisions. This Assignment and Assumption Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption Acceptance may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption Acceptance by email or telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and AssumptionAcceptance. This Assignment and Assumption Acceptance shall be governed by, and construed in accordance with and governed by with, the laws law of the State of New York. EXHIBIT D-1A April 12, 2012 To the Addressees Listed on Schedule 1 Ladies and Gentlemen: We have acted as New York counsel to International Lease Finance Corporation (“ILFC”) and the other Obligors as defined below in connection with the Term Loan Credit Agreement (the “Credit Agreement”) dated as of the date hereof among Delos Aircraft Inc. as Borrower (“Borrower”), ILFC, Hyperion Aircraft Inc. (“Parent Holdco”), Apollo Aircraft Inc. (“CA Subsidiary Holdco”), Artemis (Delos) Limited (“Irish Subsidiary Holdco”), the Lenders party thereto, Bank of AmericaJPMORGAN CHASE BANK, N.A., as Administrative Agent under the Credit Agreement referred to below Xxxxx X0 Xxxxxxx, XX 00000 Attention: Xxxxxxx Xxxxxxx Facsimile: (000) 000-0000 Telephone: (000) 000-0000 Email: Xxxxxxx.Xxxxxxx@xxxxxxxx.xxx Xxx.xxxxxx.xxx@xxxxxxxx.xxx Ladies and Bank Gentlemen: Reference is hereby made to the Credit Agreement dated as of AmericaAugust 16, 2018 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among frontdoor, inc., a Delaware corporation (together with its successors and assigns, the “Borrower”), the several banks and other financial institutions from time to time parties thereto (the “Lenders”) and JPMorgan Chase Bank, N.A., as Collateral Agent (administrative agent for the “Collateral Agent”)Lenders, as collateral agent for the Secured Parties, as swing line lender and as issuing bank. Capitalized Unless otherwise defined herein, terms defined in the Credit Agreement and used herein and not otherwise defined shall have the meanings given such terms to them in the Credit Agreement and the Security Agreement. This opinion is delivered notice constitutes a Borrowing Request and the Borrower hereby gives you notice, pursuant to Sections 4.01(esubsection 2.3 of the Credit Agreement, that it requests a Borrowing under the Credit Agreement, and the Borrower specifies the following information with respect to such Borrowing: (A) Aggregate principal amount of Borrowing:(1) $ (B) Date of Borrowing (which is a Business Day): (C) Type of Borrowing:(2) (D) Interest Period:(3) (E) Location and 4.02(dnumber of the Borrower’s account to which proceeds of the requested Borrowing are to be disbursed: [NAME OF BANK] (Account No.: )] (1) Must comply with subsection 2.3(b)(ii) of the Credit Agreement. In rendering the opinions expressed below, we have examined executed copies of the following documents:. (a2) Credit Agreement;Specify ABR Borrowing, Eurodollar Borrowing or a combination thereof. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. (b3) Term Loan Security Agreement (Applicable to Eurodollar Borrowings only. Shall be subject to the definition of “Security Agreement”) dated as of the date hereof among Parent Holdco, Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco, the additional grantors party thereto and the Collateral Agent; (c) Account Control Agreement (the “Account Control Agreement”) dated as of the date hereof among the Securities Intermediary, Borrower and the Collateral Agent; (d) Intercreditor Agreement (the “Intercreditor Agreement”) dated as of the date hereof among Parent Holdco, Borrower, ILFC, CA Subsidiary Holdco, Irish Subsidiary Holdco and the Collateral Agent; (e) Collateral Supplement (the “Irish Collateral Supplement”) dated as of the date hereof between Irish Subsidiary Holdco and the Collateral Agent; and (f) Collateral Supplement (the “California Collateral SupplementInterest Period” and together can be a period of one, two, three or six months (or, with the Irish Collateral Supplementconsent of each Lender, 12 months). Cannot extend beyond the “Collateral Supplements”Maturity Date. If an Interest Period is not specified, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. Very truly yours, [BORROWER], by Name: Title: Dated [ ](1) dated JPMORGAN CHASE BANK, N.A., as of the date hereof between CA Subsidiary Holdco Issuing Bank and the Collateral as Administrative Agent. Each of ILFC, Borrower, Parent Holdco, CA Subsidiary Holdco and Irish Subsidiary Holdco is referred to herein as an “Obligor”. Each of under the Credit Agreement, the Security Agreementdated as of August 16, 2018 (as amended, supplemented, waived or otherwise modified from time to time, the Account Control “Credit Agreement”), among frontdoor, inc., a Delaware corporation (together with its successors and assigns, the Intercreditor Agreement and the Collateral Supplements is referred to herein as a “Transaction DocumentBorrower”. Each of the Security Agreement), the Account Control Agreement and the Collateral Supplements is referred to herein as a “Security Document”. We have also examined and relied upon such records and statements and certificates of public officials and representatives and officers of the Obligors several banks and other persons financial institutions from time to time parties thereto (the “Lenders”) and JPMorgan Chase Bank, N.A., as we have deemed necessary as a basis administrative agent (in such capacity, the “Administrative Agent”) for the opinions expressed below. As to factual matters relevant to our opinions expressed belowLenders, we have, without independent investigation, relied upon as collateral agent for the foregoing and the representations and warranties made in or pursuant to the Transaction Documents. We have not reviewed the dockets or other records of any court, arbitrator or governmental or regulatory body or agency or conducted any other investigation or inquiry or otherwise established or verified any factual matter. In such examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as certified or photostatic copies. We have assumed that the Collateral does not include any Aircraft, Engines or Parts (as such terms are defined in the FAA Act), or Aircraft Objects Secured Parties (as defined in the Cape Town Conventiontherein), or leases thereof or other interests therein. Except as expressly opined on by us belowswing line lender and as an issuing bank (in such capacity, we have assumed, without investigation: (i) the due organization, valid existence and, to the extent applicable, good standing of each party to the Transaction Documents; (ii) that each party to the Transaction Documents has requisite power and authority to execute, deliver and perform its obligations under the Transaction Documents to which it is a party; (iii) that each Transaction Document has been duly authorized, executed and delivered by each party thereto; (iv) that each Transaction Document constitutes a valid, binding and enforceable obligation of each party thereto; (v) that the execution, delivery and performance by each party of the Transaction Documents to which it is a party do not contravene such party’s constitutional documents, violate any law, rule or regulation applicable to such party or result in any conflict with or breach of any agreement or instrument to which such party is a party or by which such party is bound; (vi) that each party to the Transaction Documents has obtained or made all consents, approvals, authorizations, filings, registrations, qualifications or recordations with each Governmental Authority required in connection with the execution, delivery and performance of the Transaction Documents; (vii) all applicable filings, registrations, recordations or other actions necessary to perfect as to ownership or security interest (except as set forth herein) including under the Cape Town Convention have been or will be made; (viii) for purposes of the Uniform Commercial Code of the State of New York (the an “NYUCCIssuing Bank”), Irish Subsidiary Holdco is deemed located in the District of Columbia; and (ix) the accuracy and completeness as of the date hereof of the certificates and other information and statements delivered or made to us by representatives and officers of each Obligor. We have made no investigation or review of any matters relating to the Obligors or any other person or entity other than as expressly described herein. Further, we have made no special investigation of the business operations of the Obligors or any other person or entity for the purpose of identifying laws or regulations to which the Obligors or any other person or entity are subject. With reference particularly to our opinion in paragraph 3 below, we note that our representation of the Obligors is limited to this and similar transactions and that we are not generally familiar Issuing Bank: with their respective affairs or operations. We have also assumed thata copy to: (i) all applicable chattel paper (as such term is defined in Article 9 of the NYUCC) constitutes “tangible chattel paper” within the meaning of Section 9-102 of the NYUCC and is located only in the State of New York and is in the possession of the Collateral Agent; (ii) the Collateral subject to the Lien of the Security Documents exists, and each applicable Obligor has rights in the applicable Collateral and has the power to transfer its rights in the applicable Collateral; (iii) the descriptions of the Collateral contained in, or attached as schedules to, the applicable Security Documents sufficiently describe the Collateral intended to be covered by such Security Documents; (iv) the Collateral does not include any “cooperative interest” or “commercial tort claim” (as such terms are defined in Article 9 of the NYUCC); (v) for purposes of Article 9 of the NY UCC, no statute, regulation or treaty of the United States is applicable to any of the Collateral; (vi) the certificates representing the Pledged Equity Interests (used herein to mean the certificates representing the Pledged Stock and the Pledged Beneficial Interests listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) of Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco and each Pledged Equity Party listed in Annex II to each Collateral Supplement is in the possession of the Collateral Agent, together with duly executed in blank instruments of transfer in respect thereof; and (vii) the instruments representing the Pledged Debt (used herein to mean the Pledged Debt instruments listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) are each in the possession of the Collateral Agent, together with duly executed in blank allonges in respect thereof. Based upon the foregoing and subject to the qualifications and limitations set forth below, we are of the opinion that: 1. Each Transaction Document is a valid and binding obligation of each Obligor party thereto, enforceable against such Obligor in accordance with its terms. 2. The execution and delivery by each Obligor of the Transaction Documents to which it is a party does not, and the performance by each Obligor of its obligations thereunder will not, cause such Obligor to violate any Generally Applicable Law (defined below). 3. No consent, approval or authorization of, and no filing, registration, qualification or recordation with, United States federal or State of New York governmental authorities pursuant to any Generally Applicable Law is required in connection with the execution and delivery and consummation of the transactions contemplated thereby by any Obligor of the Transaction Documents to which it is a party, other than (a) those that are specified in the Transaction Documents, (b) filings necessary to create, record, perfect or maintain the security interests created by the Security Agreement, (c) those that have been duly obtained, taken or made and (d) in the case of Collateral constituting securities, as may be required in connection with any disposition of such Collateral.

General Provisions. This Affiliated Lender Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Affiliated Lender Assignment and Assumption may be executed in any number counterparts (and by different parties hereto on different counterparts), each of counterpartswhich shall constitute an original, but all of which when taken together shall constitute one instrumenta single contract. Delivery of an executed counterpart of a signature page of this Affiliated Lender Assignment and Assumption by telecopy facsimile or by email as a “.pdf” or “.tif” attachment shall be effective as delivery of a manually executed counterpart of this Affiliated Lender Assignment and Assumption. This Affiliated Lender Assignment and Assumption and any claim, controversy or dispute (whether at law, in equity, in contract, in tort or otherwise) that may be based upon, arise out of or relate to this Affiliated Lender Assignment and Assumption shall be governed by, and construed and interpreted in accordance with and governed by with, the laws of the State of New York. EXHIBIT D-1A April 12UBS AG, 2012 To the Addressees Listed on Schedule 1 STAMFORD BRANCH 000 Xxxxxxxxxx Xxxx Xxxxxxxx, Xxxxxxxxxxx 00000 Attention: Agency Group Fax: +0.000.000.0000 Email: Xxxxxx-XXXXxxxxxxx@xxx.xxx [ ][ ], 20[ ]32 Ladies and Gentlemen: We have acted Reference is hereby made to that certain Credit Agreement, dated as New York counsel of December 21, 2018 (as amended, restated, amended and restated, supplemented or otherwise modified from time to International Lease Finance Corporation (“ILFC”) and the other Obligors as defined below in connection with the Term Loan Credit Agreement (time, the “Credit Agreement”) dated as ), by and among, inter alios, 1184248 B.C. LTD., a corporation duly constituted under the laws of the date hereof among Delos Aircraft Inc. Province of British Columbia (the “Initial Borrower” and, prior to the Closing Date Amalgamations (as Borrower (defined therein), the “Canadian Borrower”), ILFCwhich, Hyperion Aircraft Inc. as part of the Closing Date Amalgamations, will be amalgamated to form Xxxxxxxx Development Corporation Inc., a corporation duly amalgamated under the laws of the Province of British Columbia (“Parent HoldcoKDC” and, after the Closing Date Amalgamations, the “Canadian Borrower”), Apollo Aircraft Inc. KDC US Holdings, Inc., a Virginia corporation (the “CA Subsidiary HoldcoUS Borrower” and, together with the Canadian Borrower, collectively, the “Borrowers”), Artemis (Delos) Limited (“Irish Subsidiary Xxxxxxxx Development Holdco”), Inc., a corporation duly constituted under the laws of the Province of British Columbia, as Holdings, the Lenders from time to time party theretothereto and UBS AG, Bank of AmericaStamford Branch, N.A.in its capacities as administrative agent and collateral agent for the Lenders (in such capacities, as Administrative Agent and Bank of America, N.A., as Collateral Agent (the “Collateral Administrative Agent”). Capitalized terms used but not defined herein and not otherwise defined shall have the meanings given ascribed to such terms in the Credit Agreement and the Security Agreement. This opinion is delivered The undersigned hereby gives you irrevocable notice pursuant to Sections 4.01(e) and 4.02(d) Section 2.03 of the Credit Agreement. In rendering Agreement that it requests the opinions expressed Borrowings under the Credit Agreement to be made on the Borrowing Date (as defined below), we have examined executed copies of and in that connection sets forth below the following documentsterms on which the Borrowings are requested to be made: (aA) Credit Agreement; Borrower: [1184248 B.C. LTD.]33 [Xxxxxxxx Development Corporation Inc.]34 32 The Administrative Agent must be notified in writing and must be received by the Administrative Agent (b) Term Loan Security Agreement (the “Security Agreement”) dated as of the date hereof among Parent Holdcoby hand delivery, Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco, the additional grantors party thereto and the Collateral Agent; (c) Account Control Agreement (the “Account Control Agreement”) dated as of the date hereof among the Securities Intermediary, Borrower and the Collateral Agent; (d) Intercreditor Agreement (the “Intercreditor Agreement”) dated as of the date hereof among Parent Holdco, Borrower, ILFC, CA Subsidiary Holdco, Irish Subsidiary Holdco and the Collateral Agent; (e) Collateral Supplement (the “Irish Collateral Supplement”) dated as of the date hereof between Irish Subsidiary Holdco and the Collateral Agent; and (f) Collateral Supplement (the “California Collateral Supplement” and together with the Irish Collateral Supplement, the “Collateral Supplements”) dated as of the date hereof between CA Subsidiary Holdco and the Collateral Agent. Each of ILFC, Borrower, Parent Holdco, CA Subsidiary Holdco and Irish Subsidiary Holdco is referred to herein as an “Obligor”. Each of the Credit Agreement, the Security Agreement, the Account Control Agreement, the Intercreditor Agreement and the Collateral Supplements is referred to herein as a “Transaction Document”. Each of the Security Agreement, the Account Control Agreement and the Collateral Supplements is referred to herein as a “Security Document”. We have also examined and relied upon such records and statements and certificates of public officials and representatives and officers of the Obligors and other persons as we have deemed necessary as a basis for the opinions expressed below. As to factual matters relevant to our opinions expressed below, we have, without independent investigation, relied upon the foregoing and the representations and warranties made in or pursuant to the Transaction Documents. We have not reviewed the dockets email or other records of any court, arbitrator electronic transmission (including “.pdf” or governmental or regulatory body or agency or conducted any other investigation or inquiry or otherwise established or verified any factual matter. In such examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as certified or photostatic copies. We have assumed that the Collateral does “.tif”)) not include any Aircraft, Engines or Parts (as such terms are defined in the FAA Act), or Aircraft Objects (as defined in the Cape Town Convention), or leases thereof or other interests therein. Except as expressly opined on by us below, we have assumed, without investigation: later than (i) the due organization, valid existence and, 2:00 p.m. three Business Days prior to the extent applicable, good standing of each party to the Transaction Documents; (ii) that each party to the Transaction Documents has requisite power and authority to execute, deliver and perform its obligations under the Transaction Documents to which it is a party; (iii) that each Transaction Document has been duly authorized, executed and delivered by each party thereto; (iv) that each Transaction Document constitutes a valid, binding and enforceable obligation of each party thereto; (v) that the execution, delivery and performance by each party of the Transaction Documents to which it is a party do not contravene such party’s constitutional documents, violate any law, rule or regulation applicable to such party or result in any conflict with or breach requested day of any agreement Borrowing of LIBO Rate Loans (or instrument to which such party is a party or by which such party is bound; (vix) that each party to the Transaction Documents has obtained or made all consents, approvals, authorizations, filings, registrations, qualifications or recordations with each Governmental Authority required in connection with the execution, delivery and performance of the Transaction Documents; (vii) all applicable filings, registrations, recordations or other actions necessary to perfect as to ownership or security interest (except as set forth herein) including under the Cape Town Convention have been or will be made; (viii) for purposes of the Uniform Commercial Code of the State of New York (the “NYUCC”), Irish Subsidiary Holdco is deemed located in the District of Columbia; and (ix) the accuracy and completeness as of the date hereof of the certificates and other information and statements delivered or made to us by representatives and officers of each Obligor. We have made no investigation or review of any matters relating to the Obligors or any other person or entity other than as expressly described herein. Further, we have made no special investigation of the business operations of the Obligors or any other person or entity for the purpose of identifying laws or regulations to which the Obligors or any other person or entity are subject. With reference particularly to our opinion in paragraph 3 below, we note that our representation of the Obligors is limited to this and similar transactions and that we are not generally familiar with their respective affairs or operations. We have also assumed that: (i) all applicable chattel paper (as such term is defined in Article 9 of the NYUCC) constitutes “tangible chattel paper” within the meaning of Section 9-102 of the NYUCC and is located only in the State of New York and is in the possession of the Collateral Agent; (ii) the Collateral subject to the Lien of the Security Documents exists, and each applicable Obligor has rights in the applicable Collateral and has the power to transfer its rights in the applicable Collateral; (iii) the descriptions of the Collateral contained in, or attached as schedules to, the applicable Security Documents sufficiently describe the Collateral intended to be covered by such Security Documents; (iv) the Collateral does not include any “cooperative interest” or “commercial tort claim” (as such terms are defined in Article 9 of the NYUCC); (v) for purposes of Article 9 of the NY UCC, no statute, regulation or treaty of the United States is applicable to any of the Collateral; (vi) the certificates representing the Pledged Equity Interests (used herein to mean the certificates representing the Pledged Stock and the Pledged Beneficial Interests listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) of Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco and each Pledged Equity Party listed in Annex II to each Collateral Supplement is in the possession of the Collateral Agent, together with duly executed in blank instruments of transfer in respect thereof; and (vii) the instruments representing the Pledged Debt (used herein to mean the Pledged Debt instruments listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) are each in the possession of the Collateral Agent, together with duly executed in blank allonges in respect thereof. Based upon the foregoing and subject to the qualifications and limitations set forth below, we are of the opinion that: 1. Each Transaction Document is a valid and binding obligation of each Obligor party thereto, enforceable against such Obligor in accordance with its terms. 2. The execution and delivery by each Obligor of the Transaction Documents to which it is a party does not, and the performance by each Obligor of its obligations thereunder will not, cause such Obligor to violate any Generally Applicable Law (defined below). 3. No consent, approval or authorization of, and no filing, registration, qualification or recordation with, United States federal or State of New York governmental authorities pursuant to any Generally Applicable Law is required in connection with the execution and delivery and consummation of the transactions contemplated thereby by any Obligor of the Transaction Documents to which it is a party, other than (a) those that are specified in the Transaction Documents, (b) filings necessary to create, record, perfect or maintain the security interests created by the Security Agreement, (c) those that have been duly obtained, taken or made and (d) one Business Day in the case of Collateral constituting securitiesany LIBO Rate Borrowing to be made on the Closing Date and (y) four Business Days in the case of any LIBO Rate Borrowing in any Alternate Currency), (ii) 2:00 p.m. three Business Days prior to the requested day of any Borrowing of BA Rate Loans or (iii) 12:00 p.m. on the requested date of any Borrowing of ABR Loans or Canadian Prime Rate Loans (other than Swingline Loans in the case of ABR Loans and Canadian Prime Rate Loans) (or, in each case, such later time as shall be acceptable to the Administrative Agent); provided, however, that if (i) any Borrower wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period” or (ii) any Borrower wishes to request BA Rate Loans having a BA Period of other than one, two, three or six months in duration as provided in the definition of “BA Period” (A) the applicable notice from the Borrower Representative must be received by the Administrative Agent not later than 2:00 p.m. four Business Days prior to the requested date of such Borrowing, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period or BA Period, as may be required in connection with any disposition applicable, is acceptable to them and (B) not later than 2:00 p.m. three Business Days before the requested date of such CollateralBorrowing, the Administrative Agent shall notify the Borrower Representative whether or not the requested Interest Period or BA Period, as applicable, is available to the appropriate Lenders.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with and governed by the laws of the State of New York. EXHIBIT D-1A April 12, 2012 To the Addressees Listed on Schedule 1 Ladies and Gentlemen: We have acted as New York counsel to International Lease Finance Corporation (“ILFC”) and the other Obligors as defined below in connection with the Term Loan Credit Agreement (the “Credit Agreement”) dated as of the date hereof among Delos Aircraft Inc. as Borrower (“Borrower”), ILFC, Hyperion Aircraft Inc. (“Parent Holdco”), Apollo Aircraft Inc. (“CA Subsidiary Holdco”), Artemis (Delos) Limited (“Irish Subsidiary Holdco”)with, the Lenders party thereto, Bank of America, N.A., as Administrative Agent and Bank of America, N.A., as Collateral Agent (the “Collateral Agent”). Capitalized terms used herein and not otherwise defined shall have the meanings given such terms in the Credit Agreement and the Security Agreement. This opinion is delivered pursuant to Sections 4.01(e) and 4.02(d) of the Credit Agreement. In rendering the opinions expressed below, we have examined executed copies of the following documents: (a) Credit Agreement; (b) Term Loan Security Agreement (the “Security Agreement”) dated as of the date hereof among Parent Holdco, Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco, the additional grantors party thereto and the Collateral Agent; (c) Account Control Agreement (the “Account Control Agreement”) dated as of the date hereof among the Securities Intermediary, Borrower and the Collateral Agent; (d) Intercreditor Agreement (the “Intercreditor Agreement”) dated as of the date hereof among Parent Holdco, Borrower, ILFC, CA Subsidiary Holdco, Irish Subsidiary Holdco and the Collateral Agent; (e) Collateral Supplement (the “Irish Collateral Supplement”) dated as of the date hereof between Irish Subsidiary Holdco and the Collateral Agent; and (f) Collateral Supplement (the “California Collateral Supplement” and together with the Irish Collateral Supplement, the “Collateral Supplements”) dated as of the date hereof between CA Subsidiary Holdco and the Collateral Agent. Each of ILFC, Borrower, Parent Holdco, CA Subsidiary Holdco and Irish Subsidiary Holdco is referred to herein as an “Obligor”. Each of the Credit Agreement, the Security Agreement, the Account Control Agreement, the Intercreditor Agreement and the Collateral Supplements is referred to herein as a “Transaction Document”. Each of the Security Agreement, the Account Control Agreement and the Collateral Supplements is referred to herein as a “Security Document”. We have also examined and relied upon such records and statements and certificates of public officials and representatives and officers of the Obligors and other persons as we have deemed necessary as a basis for the opinions expressed below. As to factual matters relevant to our opinions expressed below, we have, without independent investigation, relied upon the foregoing and the representations and warranties made in or pursuant to the Transaction Documents. We have not reviewed the dockets or other records of any court, arbitrator or governmental or regulatory body or agency or conducted any other investigation or inquiry or otherwise established or verified any factual matter. In such examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as certified or photostatic copies. We have assumed that the Collateral does not include any Aircraft, Engines or Parts (as such terms are defined in the FAA Act), or Aircraft Objects (as defined in the Cape Town Convention), or leases thereof or other interests therein. Except as expressly opined on by us below, we have assumed, without investigation: (i) the due organization, valid existence and, to the extent applicable, good standing of each party to the Transaction Documents; (ii) that each party to the Transaction Documents has requisite power and authority to execute, deliver and perform its obligations under the Transaction Documents to which it is a party; (iii) that each Transaction Document has been duly authorized, executed and delivered by each party thereto; (iv) that each Transaction Document constitutes a valid, binding and enforceable obligation of each party thereto; (v) that the execution, delivery and performance by each party of the Transaction Documents to which it is a party do not contravene such party’s constitutional documents, violate any law, rule or regulation applicable to such party or result in any conflict with or breach of any agreement or instrument to which such party is a party or by which such party is bound; (vi) that each party to the Transaction Documents has obtained or made all consents, approvals, authorizations, filings, registrations, qualifications or recordations with each Governmental Authority required in connection with the execution, delivery and performance of the Transaction Documents; (vii) all applicable filings, registrations, recordations or other actions necessary to perfect as to ownership or security interest (except as set forth herein) including under the Cape Town Convention have been or will be made; (viii) for purposes of the Uniform Commercial Code law of the State of New York without reference to its conflict of laws other than Section 5-1401 of the New York General Obligations Law. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. Sunrun Hera Portfolio 2015-A, LLC 000 Xxxxxx Xx., 00xx Xxxxx Xxx Xxxxxxxxx, XX 00000 Attn: General Counsel Fax: [___________] BENEFICIARY: Deutsche Bank Trust Company Americas as Collateral Agent [60 Wall Street, 16th Floor Mail Stop: NYC60 - 1630 Xxx Xxxx, XX 00000] Attn: [___________] Fax: [___________] Dear Beneficiary: At the request of and for the account of Sunrun Hera Portfolio 2015-A, LLC, a Delaware limited liability company (the “NYUCCAccount Party”), Irish Subsidiary Holdco is deemed located we hereby establish in your favor, for the District benefit of Columbia; and Investec Bank PLC (ix) the accuracy and completeness “Investec”), as Issuing Bank pursuant to that certain Credit Agreement, dated as of January 15, 2016 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the date hereof of “Credit Agreement”), among the certificates and other information and statements delivered or made Account Party, the financial institutions as Lenders from time to us by representatives and officers of time party thereto (each Obligor. We have made no investigation or review of any matters relating to individually a “Lender” and, collectively, the Obligors or any other person or entity other than “Lenders”), Investec, as expressly described herein. Further, we have made no special investigation of the business operations of the Obligors or any other person or entity administrative agent for the purpose Lenders (in such capacity, and together with its successors and permitted assigns, the “Administrative Agent”) and Investec, as Issuing Bank, our Irrevocable Transferable Letter of identifying laws or regulations to which the Obligors or any other person or entity are subjectCredit No. With reference particularly to our opinion in paragraph 3 below[____________] (this “Letter of Credit”) whereby, we note that our representation of the Obligors is limited to this and similar transactions and that we are not generally familiar with their respective affairs or operations. We have also assumed that: (i) all applicable chattel paper (as such term is defined in Article 9 of the NYUCC) constitutes “tangible chattel paper” within the meaning of Section 9-102 of the NYUCC and is located only in the State of New York and is in the possession of the Collateral Agent; (ii) the Collateral subject to the Lien terms and conditions contained herein, you are hereby irrevocably authorized to draw on Investec, by your draft or drafts at sight, up to an aggregate amount not to exceed the Dollar amount for the relevant time period set forth on Schedule 1 hereto (such amount, as it may be reduced in accordance with the terms hereof, the “Stated Amount”). [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. This Letter of Credit shall be effective immediately and shall expire on the Expiration Date (as hereinafter defined). Partial drawings on this Letter of Credit are permitted. You may draw upon this Letter of Credit at any time on or prior to the Expiration Date by presenting (a) a sight draft in the form of Exhibit A (a “Sight Draft”), appropriately completed and executed by your authorized officer and (b) a certificate in the form of Exhibit B (a “Certificate”), appropriately completed and executed by your authorized officer. The Stated Amount shall be reduced by the amount of any paid drawing hereunder. Presentation of any Sight Draft and Certificate shall be made at our office located at [Investec Bank PLC, 0 Xxxxxxx Xxxxxx, London, EC2V 7QP, United Kingdom]. We hereby agree with you that any Sight Draft and Certificate drawn under and in compliance with the terms of this Letter of Credit shall be duly honored by us upon delivery, if presented on or before our close of business on the Expiration Date at our office specified above. Provided that a compliant drawing is presented by 12:00 p.m., Eastern Standard time, on any Banking Day, payment shall be made to you of the Security Documents exists, and each applicable Obligor has rights amount specified in the applicable Collateral and has Sight Draft, not to exceed the power to transfer its rights Stated Amount, in immediately available funds, not later than 11:00 a.m., Eastern Standard time, on the applicable Collateral; (iii) second following Banking Day. A compliant drawing presented after 12:00 p.m, Eastern Standard time on any Banking Day, will be paid on the descriptions of the Collateral contained in, or attached as schedules to, the applicable Security Documents sufficiently describe the Collateral intended to be covered by such Security Documents; (iv) the Collateral does not include any “cooperative interest” or “commercial tort claim” (as such terms are defined in Article 9 of the NYUCC); (v) for purposes of Article 9 of the NY UCC, no statute, regulation or treaty of the United States is applicable to any of the Collateral; (vi) the certificates representing the Pledged Equity Interests (used herein to mean the certificates representing the Pledged Stock and the Pledged Beneficial Interests listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) of Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco and each Pledged Equity Party listed in Annex II to each Collateral Supplement is in the possession of the Collateral Agent, together with duly executed in blank instruments of transfer in respect thereof; and (vii) the instruments representing the Pledged Debt (used herein to mean the Pledged Debt instruments listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) are each in the possession of the Collateral Agent, together with duly executed in blank allonges in respect thereof. Based upon the foregoing and subject to the qualifications and limitations set forth below, we are of the opinion that: 1. Each Transaction Document is a valid and binding obligation of each Obligor party thereto, enforceable against such Obligor in accordance with its termsthird following Banking Day. 2. The execution and delivery by each Obligor of the Transaction Documents to which it is a party does not, and the performance by each Obligor of its obligations thereunder will not, cause such Obligor to violate any Generally Applicable Law (defined below). 3. No consent, approval or authorization of, and no filing, registration, qualification or recordation with, United States federal or State of New York governmental authorities pursuant to any Generally Applicable Law is required in connection with the execution and delivery and consummation of the transactions contemplated thereby by any Obligor of the Transaction Documents to which it is a party, other than (a) those that are specified in the Transaction Documents, (b) filings necessary to create, record, perfect or maintain the security interests created by the Security Agreement, (c) those that have been duly obtained, taken or made and (d) in the case of Collateral constituting securities, as may be required in connection with any disposition of such Collateral.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy facsimile or by email as a “.pdf” or “.tif” attachment shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This It is understood and agreed that, subject to any Requirement of Law, the words “execution”, “signed”, “signature”, “delivery” and words of like import in or relating to this Assignment and Assumption shall be deemed to include any Electronic Signature, delivery or the keeping of any record in electronic form, each of which shall have the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system to the extent and as provided for in any applicable Requirements of Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any similar state laws based on the Uniform Electronic Transactions Act. This Assignment and Assumption and any claim, controversy or dispute arising under or related to this Assignment and Assumption, whether in tort, contract (at law or in equity) or otherwise, shall be governed by, and construed and interpreted in accordance with and governed by with, the laws of the State of New York. EXHIBIT D-1A April 12, 2012 To the Addressees Listed on Schedule 1 Ladies and Gentlemen: We have acted as New York counsel to International Lease Finance Corporation (“ILFC”) and the other Obligors as defined below in connection with the Term Loan Credit Agreement (the “Credit Agreement”) dated as of the date hereof among Delos Aircraft Inc. as Borrower (“Borrower”), ILFC, Hyperion Aircraft Inc. (“Parent Holdco”), Apollo Aircraft Inc. (“CA Subsidiary Holdco”), Artemis (Delos) Limited (“Irish Subsidiary Holdco”), the Lenders party thereto, Bank of America16 Insert bracketed language if Assignor is an Affiliated Lender. JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders referred to below [and Bank as Swingline Lender]17 00 X. Xxxxxxxx St. Chicago, IL 60603 Attention: [***] Tel: [***] Fax [***] Email: [***] [__________] [__], 20[__]18 Ladies and Gentlemen: Reference is hereby made to that certain Credit Agreement, dated as of AmericaMarch 11, 2022 (as amended, restated, amended and restated, supplemented or otherwise modified and in effect on the date hereof, the “Credit Agreement”), by and among Cava Group, Inc., a Delaware corporation (the “Borrower”), the Lenders from time to time party thereto, the Issuing Banks from time to time party thereto and JPMorgan Chase Bank, N.A., in its capacities as Collateral Agent administrative agent for the Lenders and collateral agent for the Secured Parties (in such capacities and together with its permitted successors and assigns, the “Collateral Administrative Agent”)) and as an Issuing Bank and the Swingline Lender. Capitalized terms used but not defined herein and not otherwise defined shall have the meanings given such terms to them in the Credit Agreement and the Security Agreement. This opinion is delivered pursuant to Sections 4.01(e) and 4.02(d) of the Credit Agreement. In rendering the opinions expressed below, we have examined executed copies of the following documents: (a) Credit Agreement; (b) Term Loan Security Agreement (the “Security Agreement”) dated as of the date hereof among Parent Holdco, Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco, the additional grantors party thereto and the Collateral Agent; (c) Account Control Agreement (the “Account Control Agreement”) dated as of the date hereof among the Securities Intermediary, Borrower and the Collateral Agent; (d) Intercreditor Agreement (the “Intercreditor Agreement”) dated as of the date hereof among Parent Holdco, Borrower, ILFC, CA Subsidiary Holdco, Irish Subsidiary Holdco and the Collateral Agent; (e) Collateral Supplement (the “Irish Collateral Supplement”) dated as of the date hereof between Irish Subsidiary Holdco and the Collateral Agent; and (f) Collateral Supplement (the “California Collateral Supplement” and together with the Irish Collateral Supplement, the “Collateral Supplements”) dated as of the date hereof between CA Subsidiary Holdco and the Collateral Agent. Each of ILFC, Borrower, Parent Holdco, CA Subsidiary Holdco and Irish Subsidiary Holdco is referred The undersigned hereby gives you notice pursuant to herein as an “Obligor”. Each Section [2.03][2.04] of the Credit Agreement, Agreement that it requests a Borrowing and in that connection sets forth below the Security Agreement, terms on which the Account Control Agreement, the Intercreditor Agreement and the Collateral Supplements is referred Borrowings are requested to herein as a “Transaction Document”. Each of the Security Agreement, the Account Control Agreement and the Collateral Supplements is referred to herein as a “Security Document”. We have also examined and relied upon such records and statements and certificates of public officials and representatives and officers of the Obligors and other persons as we have deemed necessary as a basis for the opinions expressed below. As to factual matters relevant to our opinions expressed below, we have, without independent investigation, relied upon the foregoing and the representations and warranties made in or pursuant to the Transaction Documents. We have not reviewed the dockets or other records of any court, arbitrator or governmental or regulatory body or agency or conducted any other investigation or inquiry or otherwise established or verified any factual matter. In such examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as certified or photostatic copies. We have assumed that the Collateral does not include any Aircraft, Engines or Parts (as such terms are defined in the FAA Act), or Aircraft Objects (as defined in the Cape Town Convention), or leases thereof or other interests therein. Except as expressly opined on by us below, we have assumed, without investigation: (i) the due organization, valid existence and, to the extent applicable, good standing of each party to the Transaction Documents; (ii) that each party to the Transaction Documents has requisite power and authority to execute, deliver and perform its obligations under the Transaction Documents to which it is a party; (iii) that each Transaction Document has been duly authorized, executed and delivered by each party thereto; (iv) that each Transaction Document constitutes a valid, binding and enforceable obligation of each party thereto; (v) that the execution, delivery and performance by each party of the Transaction Documents to which it is a party do not contravene such party’s constitutional documents, violate any law, rule or regulation applicable to such party or result in any conflict with or breach of any agreement or instrument to which such party is a party or by which such party is bound; (vi) that each party to the Transaction Documents has obtained or made all consents, approvals, authorizations, filings, registrations, qualifications or recordations with each Governmental Authority required in connection with the execution, delivery and performance of the Transaction Documents; (vii) all applicable filings, registrations, recordations or other actions necessary to perfect as to ownership or security interest (except as set forth herein) including under the Cape Town Convention have been or will be made; (viii) for purposes of the Uniform Commercial Code of the State of New York (the “NYUCC”), Irish Subsidiary Holdco is deemed located in the District of Columbia; and (ix) the accuracy and completeness as of the date hereof of the certificates and other information and statements delivered or made to us by representatives and officers of each Obligor. We have made no investigation or review of any matters relating to the Obligors or any other person or entity other than as expressly described herein. Further, we have made no special investigation of the business operations of the Obligors or any other person or entity for the purpose of identifying laws or regulations to which the Obligors or any other person or entity are subject. With reference particularly to our opinion in paragraph 3 below, we note that our representation of the Obligors is limited to this and similar transactions and that we are not generally familiar with their respective affairs or operations. We have also assumed that: (i) all applicable chattel paper (as such term is defined in Article 9 of the NYUCC) constitutes “tangible chattel paper” within the meaning of Section 9-102 of the NYUCC and is located only in the State of New York and is in the possession of the Collateral Agent; (ii) the Collateral subject to the Lien of the Security Documents exists, and each applicable Obligor has rights in the applicable Collateral and has the power to transfer its rights in the applicable Collateral; (iii) the descriptions of the Collateral contained in, or attached as schedules to, the applicable Security Documents sufficiently describe the Collateral intended to be covered by such Security Documents; (iv) the Collateral does not include any “cooperative interest” or “commercial tort claim” (as such terms are defined in Article 9 of the NYUCC); (v) for purposes of Article 9 of the NY UCC, no statute, regulation or treaty of the United States is applicable to any of the Collateral; (vi) the certificates representing the Pledged Equity Interests (used herein to mean the certificates representing the Pledged Stock and the Pledged Beneficial Interests listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) of Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco and each Pledged Equity Party listed in Annex II to each Collateral Supplement is in the possession of the Collateral Agent, together with duly executed in blank instruments of transfer in respect thereof; and (vii) the instruments representing the Pledged Debt (used herein to mean the Pledged Debt instruments listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) are each in the possession of the Collateral Agent, together with duly executed in blank allonges in respect thereof. Based upon the foregoing and subject to the qualifications and limitations set forth below, we are of the opinion that: 1. Each Transaction Document Date of Borrowing (which shall be a Business Day) [__________] [__], 20[__] 17 Include bracketed language for Borrowing of Swingline Loans. 18 The Administrative Agent must be notified in writing by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”) not later than (i) 10:00 a.m. three Business Days prior to the requested day of any Borrowing of Term Benchmark Loans (or, if after the effectiveness of a Benchmark Replacement, five Business Days prior to the requested day of any Borrowing of RFR Loans) (or one Business Day in the case of any Borrowing of Term Benchmark Loans to be made on the Closing Date) and (ii) 12:00 p.m. on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as is a valid reasonably acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request Term Benchmark Loans having an Interest Period other than one, three or six months in duration or such shorter period as provided in the definition of “Interest Period”, (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 12:00 p.m. four Business Days prior to the requested date of the relevant Borrowing (or such later time as is reasonably acceptable to the Administrative Agent), whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request, (B) the relevant requested Interest Period shall be deemed to be available to each appropriate Lender unless such Xxxxxx has delivered written notice to the Administrative Agent indicating that such Interest Period is not available to such Lender within one Business Day following the date on which the notice described in clause (A) above is posted by the Administrative Agent and binding obligation (C) not later than 10:00 a.m. three Business Days before the requested date of each Obligor party theretothe relevant Borrowing, enforceable against such Obligor the Administrative Agent shall notify the Borrower whether or not the requested Interest Period is available to the appropriate Lenders. With respect to Swingline Loans, the Swingline Lender and the Administrative Agent must be notified in accordance with its termswriting by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”) not later than 12:00 p.m. on the day of the proposed Swingline Loan. 2. The execution and delivery by each Obligor Aggregate Amount of the Transaction Documents to which it is a party does not, and the performance by each Obligor of its obligations thereunder will not, cause such Obligor to violate any Generally Applicable Law (defined below).Borrowing $[__________]19 3. No consent, approval or authorization of, and no filing, registration, qualification or recordation with, United States federal or State Type of New York governmental authorities pursuant to any Generally Applicable Law is required in connection with the execution and delivery and consummation of the transactions contemplated thereby by any Obligor of the Transaction Documents to which it is a party, other than (a) those that are specified in the Transaction Documents, (b) filings necessary to create, record, perfect or maintain the security interests created by the Security Agreement, (c) those that have been duly obtained, taken or made and (d) in the case of Collateral constituting securities, as may be required in connection with any disposition of such Collateral.Borrowing [__________]20

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other means of electronic imaging shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be construed in accordance with and governed by THIS ASSIGNMENT AND ASSUMPTION SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. JPMorgan Chase Bank, N.A., as the laws of Administrative Agent for the State of New York. EXHIBIT D-1A April 12Lenders party to the Credit Agreement referred to below JPMorgan Chase Bank, 2012 To the Addressees Listed on Schedule 1 N.A. 000 Xxxxxxx Xxxxxxxxxx Xxxx NCC 0, 0xx Xxxxx Xxxxxx, XX 00000-0000 Attention: Xxxxxx Xxxx; Email:xxxxxx.xxxx@xxxxx.xxx Facsimile: 00000000000@xxx.xxxxxxx.xxx Tel: 0-000-000-0000 Ladies and Gentlemen: We have acted The undersigned, Coupang, LLC, (the “Borrower”), refers to the Revolving Credit and Guaranty Agreement, dated as New York counsel to International Lease Finance Corporation (“ILFC”) and the other Obligors as defined below in connection with the Term Loan Credit Agreement of February 27, 2021, (the “Credit Agreement”) dated as of ; the date hereof among Delos Aircraft Inc. as Borrower (“Borrower”), ILFC, Hyperion Aircraft Inc. (“Parent Holdco”), Apollo Aircraft Inc. (“CA Subsidiary Holdco”), Artemis (Delos) Limited (“Irish Subsidiary Holdco”), the Lenders party thereto, Bank of America, N.A., as Administrative Agent and Bank of America, N.A., as Collateral Agent (the “Collateral Agent”). Capitalized terms used herein defined therein and not otherwise defined shall have herein being used herein as therein defined), among the meanings given such terms in the Credit Agreement and the Security Agreement. This opinion is delivered pursuant to Sections 4.01(e) and 4.02(d) of the Credit Agreement. In rendering the opinions expressed below, we have examined executed copies of the following documents: (a) Credit Agreement; (b) Term Loan Security Agreement (the “Security Agreement”) dated as of the date hereof among Parent Holdco, Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdcothe Guarantors from time to time party thereto, the additional grantors Lenders from time to time party thereto and the Collateral Agent; (c) Account Control Agreement (the each, a “Account Control Agreement”) dated as of the date hereof among the Securities Intermediary, Borrower and the Collateral Agent; (d) Intercreditor Agreement (the “Intercreditor Agreement”) dated as of the date hereof among Parent Holdco, Borrower, ILFC, CA Subsidiary Holdco, Irish Subsidiary Holdco and the Collateral Agent; (e) Collateral Supplement (the “Irish Collateral Supplement”) dated as of the date hereof between Irish Subsidiary Holdco and the Collateral Agent; and (f) Collateral Supplement (the “California Collateral SupplementLender” and together with the Irish Collateral Supplementcollectively, the “Collateral SupplementsLenders”) dated as of the date hereof between CA Subsidiary Holdco and the Collateral Agent. Each of ILFCIssuing Banks from time to time party thereto, Borrowerand you, Parent Holdcoas the Administrative Agent for the Lenders and Issuing Bank, CA Subsidiary Holdco and Irish Subsidiary Holdco is referred hereby gives you notice, irrevocably, pursuant to herein as an “Obligor”. Each Section 2.5 of the Credit Agreement, that the Security undersigned hereby requests a Borrowing under the Credit Agreement, and in that connection sets forth below the Account Control Agreement, the Intercreditor Agreement and the Collateral Supplements is referred to herein as a “Transaction Document”. Each of the Security Agreement, the Account Control Agreement and the Collateral Supplements is referred to herein as a “Security Document”. We have also examined and relied upon such records and statements and certificates of public officials and representatives and officers of the Obligors and other persons as we have deemed necessary as a basis for the opinions expressed below. As to factual matters relevant to our opinions expressed below, we have, without independent investigation, relied upon the foregoing and the representations and warranties made in or pursuant to the Transaction Documents. We have not reviewed the dockets or other records of any court, arbitrator or governmental or regulatory body or agency or conducted any other investigation or inquiry or otherwise established or verified any factual matter. In such examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as certified or photostatic copies. We have assumed that the Collateral does not include any Aircraft, Engines or Parts (as such terms are defined in the FAA Act), or Aircraft Objects (as defined in the Cape Town Convention), or leases thereof or other interests therein. Except as expressly opined on by us below, we have assumed, without investigation: (i) the due organization, valid existence and, to the extent applicable, good standing of each party to the Transaction Documents; (ii) that each party to the Transaction Documents has requisite power and authority to execute, deliver and perform its obligations under the Transaction Documents to which it is a party; (iii) that each Transaction Document has been duly authorized, executed and delivered by each party thereto; (iv) that each Transaction Document constitutes a valid, binding and enforceable obligation of each party thereto; (v) that the execution, delivery and performance by each party of the Transaction Documents to which it is a party do not contravene such party’s constitutional documents, violate any law, rule or regulation applicable information relating to such party or result in any conflict with or breach of any agreement or instrument to which such party is a party or by which such party is bound; (vi) that each party to the Transaction Documents has obtained or made all consents, approvals, authorizations, filings, registrations, qualifications or recordations with each Governmental Authority required in connection with the execution, delivery and performance of the Transaction Documents; (vii) all applicable filings, registrations, recordations or other actions necessary to perfect as to ownership or security interest (except as set forth herein) including under the Cape Town Convention have been or will be made; (viii) for purposes of the Uniform Commercial Code of the State of New York Borrowing (the “NYUCCProposed Borrowing”), Irish Subsidiary Holdco is deemed located in the District of Columbia; and (ix) the accuracy and completeness as required by Section 2.5 of the date hereof of the certificates and other information and statements delivered or made to us by representatives and officers of each Obligor. We have made no investigation or review of any matters relating to the Obligors or any other person or entity other than as expressly described herein. Further, we have made no special investigation of the business operations of the Obligors or any other person or entity for the purpose of identifying laws or regulations to which the Obligors or any other person or entity are subject. With reference particularly to our opinion in paragraph 3 below, we note that our representation of the Obligors is limited to this and similar transactions and that we are not generally familiar with their respective affairs or operations. We have also assumed thatCredit Agreement: (i) all applicable chattel paper (as such term is defined in Article 9 The Business Day of the NYUCC) constitutes “tangible chattel paper” within the meaning of Section 9-102 of the NYUCC and Proposed Borrowing is located only in the State of New York and is in the possession of the Collateral Agent;__________, 20__.4 (ii) the Collateral subject The Proposed Borrowing is to the Lien consist of the Security Documents exists, and each applicable Obligor has rights in the applicable Collateral and has the power to transfer its rights in the applicable Collateral; (iii) the descriptions of the Collateral contained in, or attached as schedules to, the applicable Security Documents sufficiently describe the Collateral intended to be covered by such Security Documents; (iv) the Collateral does not include any “cooperative interest” or “commercial tort claim” (as such terms are defined in Article 9 of the NYUCC); (v) for purposes of Article 9 of the NY UCC, no statute, regulation or treaty of the United States is applicable to any of the Collateral; (vi) the certificates representing the Pledged Equity Interests (used herein to mean the certificates representing the Pledged Stock and the Pledged Beneficial Interests listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) of Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco and each Pledged Equity Party listed in Annex II to each Collateral Supplement is in the possession of the Collateral Agent, together with duly executed in blank instruments of transfer in respect thereof; and (vii) the instruments representing the Pledged Debt (used herein to mean the Pledged Debt instruments listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) are each in the possession of the Collateral Agent, together with duly executed in blank allonges in respect thereof. Based upon the foregoing and subject to the qualifications and limitations set forth below, we are of the opinion that: 1. Each Transaction Document is a valid and binding obligation of each Obligor party thereto, enforceable against such Obligor in accordance with its termsRevolving Loan. 2. The execution and delivery by each Obligor of the Transaction Documents to which it is a party does not, and the performance by each Obligor of its obligations thereunder will not, cause such Obligor to violate any Generally Applicable Law (defined below). 3. No consent, approval or authorization of, and no filing, registration, qualification or recordation with, United States federal or State of New York governmental authorities pursuant to any Generally Applicable Law is required in connection with the execution and delivery and consummation of the transactions contemplated thereby by any Obligor of the Transaction Documents to which it is a party, other than (a) those that are specified in the Transaction Documents, (b) filings necessary to create, record, perfect or maintain the security interests created by the Security Agreement, (c) those that have been duly obtained, taken or made and (d) in the case of Collateral constituting securities, as may be required in connection with any disposition of such Collateral.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts (and by different parties hereto on different counterparts), which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy facsimile or other electronic image scan transmission shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with and governed by with, the laws of the State of New York. EXHIBIT D-1A April 12Xxxxx Fargo Bank, 2012 To National Association as Administrative Agent under the Addressees Listed on Schedule 1 Ladies and Gentlemen: We have acted as New York counsel to International Lease Finance Corporation (“ILFC”) and the other Obligors as defined below in connection with the Term Loan Credit Agreement referred to below 0000 X XX Xxxxxx Blvd Charlotte, NC 28262 Mail Code: D1109-019 Attention: Syndication Agency Services Reference is made to the Credit Agreement dated as of July 21, 2017 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”) dated as of ), among MPLX LP (the date hereof among Delos Aircraft Inc. as Borrower (“Borrower”), ILFC, Hyperion Aircraft Inc. (“Parent Holdco”), Apollo Aircraft Inc. (“CA Subsidiary Holdco”), Artemis (Delos) Limited (“Irish Subsidiary Holdco”), the Lenders party theretothereto and Xxxxx Fargo Bank, Bank of America, N.A.National Association, as Administrative Agent and Bank of America, N.A., as Collateral Agent (the “Collateral Agent”). Capitalized terms used herein and not otherwise defined shall have the meanings given such terms herein are used herein as defined in the Credit Agreement and the Security Agreement. This opinion is delivered The Borrower hereby gives you notice, irrevocably, pursuant to Sections 4.01(eSection 2.03 of the Credit Agreement that the Borrower hereby requests a Revolving Borrowing and, in that connection, sets forth below the information relating to such Borrowing (the “Proposed Borrowing”) and 4.02(d) as required by Section 2.03 of the Credit Agreement. In rendering the opinions expressed below, we have examined executed copies of the following documents: (a) Credit Agreementthe aggregate principal amount of the Proposed Borrowing is $__________;1 (b) Term Loan Security Agreement the date of the Proposed Borrowing is __________, 20__ (the “Security Agreement”) dated as of the date hereof among Parent Holdco, Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco, the additional grantors party thereto and the Collateral Agent; (c) Account Control Agreement (the “Account Control Agreement”) dated as of the date hereof among the Securities Intermediary, Borrower and the Collateral Agent; (d) Intercreditor Agreement (the “Intercreditor Agreement”) dated as of the date hereof among Parent Holdco, Borrower, ILFC, CA Subsidiary Holdco, Irish Subsidiary Holdco and the Collateral Agent; (e) Collateral Supplement (the “Irish Collateral Supplement”) dated as of the date hereof between Irish Subsidiary Holdco and the Collateral Agent; and (f) Collateral Supplement (the “California Collateral Supplement” and together with the Irish Collateral Supplement, the “Collateral Supplements”) dated as of the date hereof between CA Subsidiary Holdco and the Collateral Agent. Each of ILFC, Borrower, Parent Holdco, CA Subsidiary Holdco and Irish Subsidiary Holdco is referred to herein as an “Obligor”. Each of the Credit Agreement, the Security Agreement, the Account Control Agreement, the Intercreditor Agreement and the Collateral Supplements is referred to herein as a “Transaction Document”. Each of the Security Agreement, the Account Control Agreement and the Collateral Supplements is referred to herein as a “Security Document”. We have also examined and relied upon such records and statements and certificates of public officials and representatives and officers of the Obligors and other persons as we have deemed necessary as a basis for the opinions expressed below. As to factual matters relevant to our opinions expressed below, we have, without independent investigation, relied upon the foregoing and the representations and warranties made in or pursuant to the Transaction Documents. We have not reviewed the dockets or other records of any court, arbitrator or governmental or regulatory body or agency or conducted any other investigation or inquiry or otherwise established or verified any factual matter. In such examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as certified or photostatic copies. We have assumed that the Collateral does not include any Aircraft, Engines or Parts (as such terms are defined in the FAA Act), or Aircraft Objects (as defined in the Cape Town Convention), or leases thereof or other interests therein. Except as expressly opined on by us below, we have assumed, without investigation: (i) the due organization, valid existence and, to the extent applicable, good standing of each party to the Transaction Documents; (ii) that each party to the Transaction Documents has requisite power and authority to execute, deliver and perform its obligations under the Transaction Documents to which it is a party; (iii) that each Transaction Document has been duly authorized, executed and delivered by each party thereto; (iv) that each Transaction Document constitutes a valid, binding and enforceable obligation of each party thereto; (v) that the execution, delivery and performance by each party of the Transaction Documents to which it is a party do not contravene such party’s constitutional documents, violate any law, rule or regulation applicable to such party or result in any conflict with or breach of any agreement or instrument to which such party is a party or by which such party is bound; (vi) that each party to the Transaction Documents has obtained or made all consents, approvals, authorizations, filings, registrations, qualifications or recordations with each Governmental Authority required in connection with the execution, delivery and performance of the Transaction Documents; (vii) all applicable filings, registrations, recordations or other actions necessary to perfect as to ownership or security interest (except as set forth herein) including under the Cape Town Convention have been or will be made; (viii) for purposes of the Uniform Commercial Code of the State of New York (the “NYUCC”), Irish Subsidiary Holdco is deemed located in the District of Columbia; and (ix) the accuracy and completeness as of the date hereof of the certificates and other information and statements delivered or made to us by representatives and officers of each Obligor. We have made no investigation or review of any matters relating to the Obligors or any other person or entity other than as expressly described herein. Further, we have made no special investigation of the business operations of the Obligors or any other person or entity for the purpose of identifying laws or regulations to which the Obligors or any other person or entity are subject. With reference particularly to our opinion in paragraph 3 below, we note that our representation of the Obligors is limited to this and similar transactions and that we are not generally familiar with their respective affairs or operations. We have also assumed that: (i) all applicable chattel paper (as such term is defined in Article 9 of the NYUCC) constitutes “tangible chattel paper” within the meaning of Section 9-102 of the NYUCC and is located only in the State of New York and is in the possession of the Collateral Agent; (ii) the Collateral subject to the Lien of the Security Documents exists, and each applicable Obligor has rights in the applicable Collateral and has the power to transfer its rights in the applicable Collateral; (iii) the descriptions of the Collateral contained in, or attached as schedules to, the applicable Security Documents sufficiently describe the Collateral intended to be covered by such Security Documents; (iv) the Collateral does not include any “cooperative interest” or “commercial tort claim” (as such terms are defined in Article 9 of the NYUCC); (v) for purposes of Article 9 of the NY UCC, no statute, regulation or treaty of the United States is applicable to any of the Collateral; (vi) the certificates representing the Pledged Equity Interests (used herein to mean the certificates representing the Pledged Stock and the Pledged Beneficial Interests listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) of Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco and each Pledged Equity Party listed in Annex II to each Collateral Supplement is in the possession of the Collateral Agent, together with duly executed in blank instruments of transfer in respect thereof; and (vii) the instruments representing the Pledged Debt (used herein to mean the Pledged Debt instruments listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) are each in the possession of the Collateral Agent, together with duly executed in blank allonges in respect thereof. Based upon the foregoing and subject to the qualifications and limitations set forth below, we are of the opinion that: 1. Each Transaction Document is a valid and binding obligation of each Obligor party thereto, enforceable against such Obligor in accordance with its terms. 2. The execution and delivery by each Obligor of the Transaction Documents to which it is a party does not, and the performance by each Obligor of its obligations thereunder will not, cause such Obligor to violate any Generally Applicable Law (defined below). 3. No consent, approval or authorization of, and no filing, registration, qualification or recordation with, United States federal or State of New York governmental authorities pursuant to any Generally Applicable Law is required in connection with the execution and delivery and consummation of the transactions contemplated thereby by any Obligor of the Transaction Documents to which it is a party, other than (a) those that are specified in the Transaction Documents, (b) filings necessary to create, record, perfect or maintain the security interests created by the Security Agreement, (c) those that have been duly obtained, taken or made and (d) in the case of Collateral constituting securities, as may be required in connection with any disposition of such Collateral.Funding Date”);2

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with and governed by with, the laws law of the State of New York. EXHIBIT D-1A April 12Key Bank, 2012 To the Addressees Listed on Schedule 1 National Association, as Administrative Agent 000 Xxxxxxxx Xxxxxx Xxxxxx, XX 00000 Attn: Xx. Xxxxxxxxxxx Xxxx RE: MVP Real Estate Holdings, LLC, MVP REIT II Operating Partnership, LP, and certain of their Subsidiaries Compliance Certificate for _________________________ through __________________________ Dear Ladies and Gentlemen: We have acted as New York counsel This Compliance Certificate is made with reference to International Lease Finance Corporation (“ILFC”) and the other Obligors as defined below in connection with the Term Loan that certain Credit Agreement (the “Credit Agreement”) dated as of [___], 2016 (as amended, supplemented or otherwise modified from time to time, the date hereof among Delos Aircraft Inc. as Borrower (“Borrower”"Credit Agreement"), ILFCamong MVP Real Estate Holdings, Hyperion Aircraft Inc. LLC, MVP REIT II Operating Partnership, LP, and certain of their Subsidiaries, as borrowers (“Parent Holdco”)collectively, Apollo Aircraft Inc. (“CA Subsidiary Holdco”), Artemis (Delos) Limited (“Irish Subsidiary Holdco”the "Borrower"), the Lenders financial institutions party thereto, Bank of Americaas lenders, N.A.and KeyBank, National Association, as Administrative Agent and Bank of America, N.A., as Collateral Agent (the “Collateral Agent”). Capitalized All capitalized terms used herein in this Compliance Certificate (including any attachments hereto) and not otherwise defined in this Compliance Certificate shall have the meanings given set forth for such terms in the Credit Agreement and the Security Agreement. This opinion is delivered pursuant All Section references herein shall refer to Sections 4.01(e) and 4.02(d) of the Credit Agreement. In rendering I hereby certify that I am the opinions expressed belowChief Financial Officer of MVP Real Estate Holdings, we have examined executed copies LLC and MVP REIT II Operating Partnership, LP, and that I make this Certificate on behalf of the following documents: (a) Credit Agreement; (b) Term Loan Security Agreement (Borrower. I further represent and certify on behalf of the “Security Agreement”) dated Borrower as follows as of the date hereof among Parent Holdco, Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco, the additional grantors party thereto and the Collateral Agent;of this Compliance Certificate: (c) Account Control Agreement (the “Account Control Agreement”) dated as of the date hereof among the Securities Intermediary, Borrower and the Collateral Agent; (d) Intercreditor Agreement (the “Intercreditor Agreement”) dated as of the date hereof among Parent Holdco, Borrower, ILFC, CA Subsidiary Holdco, Irish Subsidiary Holdco and the Collateral Agent; (e) Collateral Supplement (the “Irish Collateral Supplement”) dated as of the date hereof between Irish Subsidiary Holdco and the Collateral Agent; and (f) Collateral Supplement (the “California Collateral Supplement” and together with the Irish Collateral Supplement, the “Collateral Supplements”) dated as of the date hereof between CA Subsidiary Holdco and the Collateral Agent1. Each of ILFC, Borrower, Parent Holdco, CA Subsidiary Holdco and Irish Subsidiary Holdco is referred Pursuant to herein as an “Obligor”. Each of the Credit Agreement, the Security Agreement, Credit Parties are furnishing to you herewith (or have most recently furnished to you) the Account Control Agreement, the Intercreditor Agreement and the Collateral Supplements is referred to herein as a “Transaction Document”. Each consolidated financial statements of the Security Agreement, the Account Control Agreement and the Collateral Supplements is referred to herein as a “Security Document”. We have also examined and relied upon such records and statements and certificates of public officials and representatives and officers of the Obligors and other persons as we have deemed necessary as a basis each Parent for the opinions expressed belowmost recently available [fiscal quarter][fiscal year] (the "Reporting Period"). As to factual matters relevant to our opinions expressed below, we have, without independent investigation, relied upon the foregoing and the representations and warranties made in or pursuant to the Transaction Documents. We have not reviewed the dockets or other records of any court, arbitrator or governmental or regulatory body or agency or conducted any other investigation or inquiry or otherwise established or verified any factual matter. In such examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as certified or photostatic copies. We have assumed that the Collateral does not include any Aircraft, Engines or Parts (as such terms are defined in the FAA Act), or Aircraft Objects (as defined in the Cape Town Convention), or leases thereof or other interests therein. Except as expressly opined on by us below, we have assumed, without investigation: (i) the due organization, valid existence and, to the extent applicable, good standing of each party to the Transaction Documents; (ii) that each party to the Transaction Documents has requisite power and authority to execute, deliver and perform its obligations under the Transaction Documents to which it is a party; (iii) that each Transaction Document has been duly authorized, executed and delivered by each party thereto; (iv) that each Transaction Document constitutes a valid, binding and enforceable obligation of each party thereto; (v) that the execution, delivery and performance by each party of the Transaction Documents to which it is a party do not contravene such party’s constitutional documents, violate any law, rule or regulation applicable to such party or result in any conflict with or breach of any agreement or instrument to which such party is a party or by which such party is bound; (vi) that each party to the Transaction Documents has obtained or made all consents, approvals, authorizations, filings, registrations, qualifications or recordations with each Governmental Authority required in connection with the execution, delivery and performance of the Transaction Documents; (vii) all applicable filings, registrations, recordations or other actions necessary to perfect as to ownership or security interest (except as set forth herein) including under the Cape Town Convention Such financial statements have been or will be made; (viii) for purposes of the Uniform Commercial Code of the State of New York (the “NYUCC”), Irish Subsidiary Holdco is deemed located in the District of Columbia; and (ix) the accuracy and completeness as of the date hereof of the certificates and other information and statements delivered or made to us by representatives and officers of each Obligor. We have made no investigation or review of any matters relating to the Obligors or any other person or entity other than as expressly described herein. Further, we have made no special investigation of the business operations of the Obligors or any other person or entity for the purpose of identifying laws or regulations to which the Obligors or any other person or entity are subject. With reference particularly to our opinion in paragraph 3 below, we note that our representation of the Obligors is limited to this and similar transactions and that we are not generally familiar with their respective affairs or operations. We have also assumed that: (i) all applicable chattel paper (as such term is defined in Article 9 of the NYUCC) constitutes “tangible chattel paper” within the meaning of Section 9-102 of the NYUCC and is located only in the State of New York and is in the possession of the Collateral Agent; (ii) the Collateral subject to the Lien of the Security Documents exists, and each applicable Obligor has rights in the applicable Collateral and has the power to transfer its rights in the applicable Collateral; (iii) the descriptions of the Collateral contained in, or attached as schedules to, the applicable Security Documents sufficiently describe the Collateral intended to be covered by such Security Documents; (iv) the Collateral does not include any “cooperative interest” or “commercial tort claim” (as such terms are defined in Article 9 of the NYUCC); (v) for purposes of Article 9 of the NY UCC, no statute, regulation or treaty of the United States is applicable to any of the Collateral; (vi) the certificates representing the Pledged Equity Interests (used herein to mean the certificates representing the Pledged Stock and the Pledged Beneficial Interests listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) of Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco and each Pledged Equity Party listed in Annex II to each Collateral Supplement is in the possession of the Collateral Agent, together with duly executed in blank instruments of transfer in respect thereof; and (vii) the instruments representing the Pledged Debt (used herein to mean the Pledged Debt instruments listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) are each in the possession of the Collateral Agent, together with duly executed in blank allonges in respect thereof. Based upon the foregoing and subject to the qualifications and limitations set forth below, we are of the opinion that: 1. Each Transaction Document is a valid and binding obligation of each Obligor party thereto, enforceable against such Obligor prepared in accordance with GAAP and present fairly the consolidated financial position in all material respects of each Parent and its termsSubsidiaries at the date thereof and the results of its operations for the periods covered thereby. 2. The execution and delivery by each Obligor I have reviewed the terms of the Transaction Loan Documents and have made, or have caused to be made under my supervision, a review in reasonable detail of the transactions and consolidated and consolidating financial condition of the Borrower and its Subsidiaries, during the Reporting Period covered by the financial reports delivered simultaneous herewith pursuant to Section 5.01[(a)][(b)], and that such review has not disclosed the existence during or at the end of such Reporting Period (and that I do not have knowledge of the existence as at the date hereof) of any condition or event which constitutes a Default or Event of Default. (Note: If the signer does have knowledge of any Default or Event of Default, the form of certificate should be revised to specify the Default or Event of Default, the nature thereof and the actions taken, being taken or proposed to be taken by the Borrower with respect thereto.) 3. Neither the Borrower, Guarantor or any Subsidiary thereof has defaulted under any recourse Indebtedness under which it is a party does not, and the performance by each Obligor of its obligations thereunder will not, cause such Obligor to violate any Generally Applicable Law (defined below)obligated. 3. No consent, approval or authorization of, and no filing, registration, qualification or recordation with, United States federal or State of New York governmental authorities pursuant to any Generally Applicable Law is required in connection with the execution and delivery and consummation of the transactions contemplated thereby by any Obligor of the Transaction Documents to which it is a party, other than (a) those that are specified in the Transaction Documents, (b) filings necessary to create, record, perfect or maintain the security interests created by the Security Agreement, (c) those that have been duly obtained, taken or made and (d) in the case of Collateral constituting securities, as may be required in connection with any disposition of such Collateral.

General Provisions. This Purchasing Borrower Party Assignment and Assumption Agreement is a Loan Document and, as such, is subject to certain provisions of the Credit Agreement, including, without limitation, Section 1.02 (Terms Generally), Section 9.15 (Jurisdiction; Consent to Service of Process) and Section 9.10 (Waiver of Jury Trial) thereof. This Purchasing Borrower Party Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Purchasing Borrower Party Assignment and Assumption may be executed in any number of counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Purchasing Borrower Party Assignment and Assumption by telecopy or other electronic means shall be effective as delivery of a manually executed counterpart of this Purchasing Borrower Party Assignment and Assumption. This Purchasing Borrower Party Assignment and Assumption shall be construed in accordance with and governed by by, the laws law of the State of New YorkYork without regard to conflicts of principles of law that would require the application of the laws of another jurisdiction. EXHIBIT D-1A April 12Credit Suisse AG, 2012 To as Administrative Agent for the Addressees Listed on Schedule 1 Lenders referred to below, Eleven Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: [ ] Ladies and Gentlemen: We have acted Reference is made to the Credit Agreement, dated as New York counsel of July [·], 2014 (as amended, restated, supplemented or otherwise modified from time to International Lease Finance Corporation (“ILFC”) and the other Obligors as defined below in connection with the Term Loan Credit Agreement (time, the “Credit Agreement”) dated as of ), among Cactus Wellhead, LLC, a Delaware limited liability company (the date hereof among Delos Aircraft Inc. as Borrower (“Borrower”), ILFC, Hyperion Aircraft Inc. (“Parent Holdco”), Apollo Aircraft Inc. (“CA Subsidiary Holdco”), Artemis (Delos) Limited (“Irish Subsidiary Holdco”), the Lenders from time to time party thereto, Bank of America, N.A.thereto and Credit Suisse AG, as Administrative Agent, Collateral Agent and Bank of America, N.A., as Collateral Agent (the “Collateral Agent”)Issuing Bank. Capitalized terms used but not defined herein and not otherwise defined shall have the meanings given such terms to them in the Credit Agreement and the Security Agreement. This opinion is delivered pursuant to Sections 4.01(e) and 4.02(d) of the Credit Agreement. In rendering the opinions expressed below, we have examined executed copies The Borrower hereby gives you notice pursuant to Section 2.03 of the following documentsCredit Agreement that it requests a Borrowing under the Credit Agreement, and in that connection sets forth below the terms on which such Borrowing is requested to be made: (aA) Principal amount of Borrowing(2) (B) Date of Borrowing (which is a Business Day) (C) Class of Borrowing (D) Type of Borrowing [ABR] [Eurodollar] (E) For a Eurodollar Borrowing, the Interest Period and the last day thereof (F) Borrower’s account to which funds are to be disbursed: (1) In the case of a Eurodollar Borrowing, not later than 12:00 p.m., New York City time, three Business Days before a proposed Borrowing and, in the case of an ABR Borrowing, not later than 12:00 p.m., New York City time, one Business Day before a proposed Borrowing. (2) Loans requested shall be in an aggregate principal amount that is (i) an integral multiple of $100,000 and not less than $1,000,000 or (ii) equal to the remaining available balance of the applicable Commitments. CACTUS WELLHEAD, LLC By: Name: Title: Reference is made to the Credit Agreement dated as of July [·], 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement; (b) Term Loan Security Agreement ”), among CACTUS WELLHEAD, LLC (the “Security AgreementBorrower”) dated as of the date hereof among Parent Holdco), Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdcoa Delaware limited liability company, the additional grantors party Lenders from time to time thereto and CREDIT SUISSE AG, as Administrative Agent, Collateral Agent and Issuing Bank. Capitalized terms used but not defined herein shall have the Collateral Agent; (cmeanings given to them in the Credit Agreement. Pursuant to Section 5.04(c) Account Control Agreement (the “Account Control Agreement”) dated as of the date hereof among the Securities Intermediary, Borrower and the Collateral Agent; (d) Intercreditor Agreement (the “Intercreditor Agreement”) dated as of the date hereof among Parent Holdco, Borrower, ILFC, CA Subsidiary Holdco, Irish Subsidiary Holdco and the Collateral Agent; (e) Collateral Supplement (the “Irish Collateral Supplement”) dated as of the date hereof between Irish Subsidiary Holdco and the Collateral Agent; and (f) Collateral Supplement (the “California Collateral Supplement” and together with the Irish Collateral Supplement, the “Collateral Supplements”) dated as of the date hereof between CA Subsidiary Holdco and the Collateral Agent. Each of ILFC, Borrower, Parent Holdco, CA Subsidiary Holdco and Irish Subsidiary Holdco is referred to herein as an “Obligor”. Each of the Credit Agreement, the Security Agreement, the Account Control Agreement, the Intercreditor Agreement and the Collateral Supplements is referred to herein as a “Transaction Document”. Each undersigned Financial Officer of the Security Agreement, the Account Control Agreement Borrower (in such capacity and the Collateral Supplements is referred to herein as a “Security Document”. We have also examined and relied upon such records and statements and certificates of public officials and representatives and officers of the Obligors and other persons as we have deemed necessary as a basis for the opinions expressed below. As to factual matters relevant to our opinions expressed below, we have, without independent investigation, relied upon the foregoing and the representations and warranties made not in his or pursuant to the Transaction Documents. We have not reviewed the dockets or other records of any court, arbitrator or governmental or regulatory body or agency or conducted any other investigation or inquiry or otherwise established or verified any factual matter. In such examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as certified or photostatic copies. We have assumed that the Collateral does not include any Aircraft, Engines or Parts (as such terms are defined in the FAA Acther individual capacity), or Aircraft Objects (hereby certifies as defined in the Cape Town Convention), or leases thereof or other interests therein. Except as expressly opined on by us below, we have assumed, without investigation: (i) the due organization, valid existence and, to the extent applicable, good standing of each party to the Transaction Documents; (ii) that each party to the Transaction Documents has requisite power and authority to execute, deliver and perform its obligations under the Transaction Documents to which it is a party; (iii) that each Transaction Document has been duly authorized, executed and delivered by each party thereto; (iv) that each Transaction Document constitutes a valid, binding and enforceable obligation of each party thereto; (v) that the execution, delivery and performance by each party of the Transaction Documents to which it is a party do not contravene such party’s constitutional documents, violate any law, rule or regulation applicable to such party or result in any conflict with or breach of any agreement or instrument to which such party is a party or by which such party is bound; (vi) that each party to the Transaction Documents has obtained or made all consents, approvals, authorizations, filings, registrations, qualifications or recordations with each Governmental Authority required in connection with the execution, delivery and performance of the Transaction Documents; (vii) all applicable filings, registrations, recordations or other actions necessary to perfect as to ownership or security interest (except as set forth herein) including under the Cape Town Convention have been or will be made; (viii) for purposes of the Uniform Commercial Code of the State of New York (the “NYUCC”), Irish Subsidiary Holdco is deemed located in the District of Columbia; and (ix) the accuracy and completeness as of the date hereof of the certificates and other information and statements delivered or made to us by representatives and officers of each Obligor. We have made no investigation or review of any matters relating to the Obligors or any other person or entity other than as expressly described herein. Further, we have made no special investigation of the business operations of the Obligors or any other person or entity for the purpose of identifying laws or regulations to which the Obligors or any other person or entity are subject. With reference particularly to our opinion in paragraph 3 below, we note that our representation of the Obligors is limited to this and similar transactions and that we are not generally familiar with their respective affairs or operations. We have also assumed thatfollows: (i) all applicable chattel paper (as such term is defined in Article 9 of the NYUCC) constitutes “tangible chattel paper” within the meaning of Section 9-102 of the NYUCC and is located only in the State of New York and is in the possession of the Collateral Agent; (ii) the Collateral subject to the Lien of the Security Documents exists, and each applicable Obligor has rights in the applicable Collateral and has the power to transfer its rights in the applicable Collateral; (iii) the descriptions of the Collateral contained in, or attached as schedules to, the applicable Security Documents sufficiently describe the Collateral intended to be covered by such Security Documents; (iv) the Collateral does not include any “cooperative interest” or “commercial tort claim” (as such terms are defined in Article 9 of the NYUCC); (v) for purposes of Article 9 of the NY UCC, no statute, regulation or treaty of the United States is applicable to any of the Collateral; (vi) the certificates representing the Pledged Equity Interests (used herein to mean the certificates representing the Pledged Stock and the Pledged Beneficial Interests listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) of Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco and each Pledged Equity Party listed in Annex II to each Collateral Supplement is in the possession of the Collateral Agent, together with duly executed in blank instruments of transfer in respect thereof; and (vii) the instruments representing the Pledged Debt (used herein to mean the Pledged Debt instruments listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) are each in the possession of the Collateral Agent, together with duly executed in blank allonges in respect thereof. Based upon the foregoing and subject to the qualifications and limitations set forth below, we are of the opinion that: 1. Each Transaction Document is a valid and binding obligation of each Obligor party thereto, enforceable against such Obligor in accordance with its terms. 2. The execution and delivery by each Obligor of the Transaction Documents to which it is a party does not, and the performance by each Obligor of its obligations thereunder will not, cause such Obligor to violate any Generally Applicable Law (defined below). 3. No consent, approval or authorization of, and no filing, registration, qualification or recordation with, United States federal or State of New York governmental authorities pursuant to any Generally Applicable Law is required in connection with the execution and delivery and consummation of the transactions contemplated thereby by any Obligor of the Transaction Documents to which it is a party, other than (a) those that are specified in the Transaction Documents, (b) filings necessary to create, record, perfect or maintain the security interests created by the Security Agreement, (c) those that have been duly obtained, taken or made and (d) in the case of Collateral constituting securities, as may be required in connection with any disposition of such Collateral.

General Provisions. This Assignment (a) Each party agrees to perform such further acts and Assumption shall be binding upon, and inure execute such further documents as are necessary to effectuate the benefit of, the parties hereto and their respective successors and assignspurposes hereof. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption Agreement shall be construed and enforced in accordance with and governed by the laws of the State of New York. EXHIBIT D-1A April 12, 2012 To the Addressees Listed on Schedule 1 Ladies The captions in this Agreement are included for convenience only and Gentlemen: We have acted as New York counsel to International Lease Finance Corporation (“ILFC”) and the other Obligors as defined below in connection with the Term Loan Credit Agreement (the “Credit Agreement”) dated as no way define or delimit any of the date provisions hereof among Delos Aircraft Inc. as Borrower (“Borrower”), ILFC, Hyperion Aircraft Inc. (“Parent Holdco”), Apollo Aircraft Inc. (“CA Subsidiary Holdco”), Artemis (Delos) Limited (“Irish Subsidiary Holdco”), the Lenders party thereto, Bank of America, N.A., as Administrative Agent and Bank of America, N.A., as Collateral Agent (the “Collateral Agent”). Capitalized terms used herein and not or otherwise defined shall have the meanings given such terms in the Credit Agreement and the Security Agreement. This opinion is delivered pursuant to Sections 4.01(e) and 4.02(d) of the Credit Agreement. In rendering the opinions expressed below, we have examined executed copies of the following documents: (a) Credit Agreement;affect their construction or effect. (b) Term Loan Security Any notice under this Agreement (shall be in writing, addressed and delivered or mailed postage pre-paid to the “Security Agreement”) dated other party at such address as such other party may designate for the receipt of such notices. Until further notice to the other party, it is agreed that the address of the date hereof among Parent HoldcoManager for this purpose shall be Principal Financial Group, BorrowerDes Moines, Irish Subsidiary HoldcoIowa 50300-0000, CA Subsidiary Holdcoxxx xxx address of the Sub-Advisor shall be One New York Plaza, 00xx Xxxxx, Xxx Xxxx, XX 00000. (x) Xxxtody, Delivery and Receipt of Securities. The Manager shall designate one or more custodians to hold the additional grantors party thereto Managed Assets. The custodians, as so designated, will be responsible for the custody, receipt and delivery of securities and other assets of the Fund including the Managed Assets, and the Collateral Agent; (c) Account Control Agreement (Sub-Advisor shall have no authority, responsibility or obligation with respect to the “Account Control Agreement”) dated as custody, receipt or delivery of securities or other assets of the date hereof among Fund including the Securities IntermediaryManaged Assets. In the event that any cash or securities of a Fund are delivered to the Sub-Advisor, Borrower it will promptly deliver the same over to the custodian for the benefit of and in the Collateral Agent;name of the Fund. Unless otherwise required by local custom, all securities transactions for the Managed Assets will be consummated by payment to or delivery by a Fund of cash or securities due to or from the Managed Assets. Repurchase agreements, including tri-party repurchase agreements and other trading agreements, may be entered into by a Fund acting through designated officers or agents; custodians under tri-party repurchase agreements will act as sub-custodians of the Fund. (d) Intercreditor Agreement (The Sub-Advisor will promptly notify the “Intercreditor Agreement”) dated as Manager in writing of the date hereof among Parent Holdcooccurrence of any of the following events: (1) the Sub-Advisor fails to be registered as an investment adviser under the Investment Advisers Act or under the laws of any jurisdiction in which the Sub-Advisor is required to be registered as an investment advisor in order to perform its obligations under this Agreement. (2) the Sub-Advisor is served or otherwise receives notice of any action, Borrowersuit, ILFCproceeding, CA Subsidiary Holdcoinquiry or investigation, Irish Subsidiary Holdco and at law or in equity, before or by any court, public board or body, involving the Collateral Agent;affairs of the Fund. (e) Collateral Supplement The Manager shall provide (or cause the “Irish Collateral Supplement”Fund custodian to provide) dated timely information to the Sub-Advisor regarding such matters as the composition of the date hereof between Irish Subsidiary Holdco assets of the Fund, cash requirements and cash available for investment in the Collateral Agent; andFund, any applicable investment restrictions imposed by state insurance laws and regulations, reports covering the classification of securities for purposes of Subchapter M of the Internal Revenue Code and Treasury Regulations Section 1.817, and all other reasonable information as may be necessary for the Sub-Advisor to perform its duties and responsibilities hereunder. (f) Collateral Supplement (Neither the “California Collateral Supplement” and together with Manager, Principal Mutual Life Insurance Company, nor the Irish Collateral SupplementFund will publish or distribute any information, including but not limited to registration statements, advertising or promotional material, regarding the provision of investment advisory services by the Sub-Advisor pursuant to this Agreement, or use in advertising, publicity or otherwise the name of the Sub-Advisor or any of its affiliates, or any trade name, trademark, trade device, service mark, symbol or any xxxxeviation, contraction or simulation thereof of the Sub-Advisor or its affiliates without the prior written consent of the Sub-Advisor. This provision includes any written, electronic or video type of material intended for clients or brokers. Notwithstanding the foregoing, the “Collateral Supplements”Manager may distribute information regarding the provision of investment advisory services by the Sub-Advisor to the Fund's board of Directors ("Board Materials") dated as without the prior written consent of the date hereof between CA Subsidiary Holdco Sub-Advisor. (g) The Manager shall perform quarterly and annual tax compliance tests to ensure that the Collateral Agent. Each of ILFC, Borrower, Parent Holdco, CA Subsidiary Holdco and Irish Subsidiary Holdco Fund is referred to herein as an “Obligor”. Each in compliance with Subchapter M of the Credit AgreementInternal Revenue Code ("IRC") and Section 817(h) of the IRC. In connection with such compliance tests, the Security Agreement, Manager shall prepare and provide reports to the Account Control Agreement, Sub-Advisor within 10 business days of a calendar quarter end relating to the Intercreditor Agreement and the Collateral Supplements is referred to herein as a “Transaction Document”. Each diversification of the Security Agreement, the Account Control Agreement Fund under Subchapter M and the Collateral Supplements is referred to herein as a “Security Document”Section 817(h). We have also examined and relied upon The Sub-Advisor shall review such records and statements and certificates of public officials and representatives and officers of the Obligors and other persons as we have deemed necessary as a basis for the opinions expressed below. As to factual matters relevant to our opinions expressed below, we have, without independent investigation, relied upon the foregoing and the representations and warranties made in or pursuant to the Transaction Documents. We have not reviewed the dockets or other records of any court, arbitrator or governmental or regulatory body or agency or conducted any other investigation or inquiry or otherwise established or verified any factual matter. In such examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as certified or photostatic copies. We have assumed that the Collateral does not include any Aircraft, Engines or Parts (as such terms are defined in the FAA Act), or Aircraft Objects (as defined in the Cape Town Convention), or leases thereof or other interests therein. Except as expressly opined on by us below, we have assumed, without investigation: (i) the due organization, valid existence and, to the extent applicable, good standing of each party to the Transaction Documents; (ii) that each party to the Transaction Documents has requisite power and authority to execute, deliver and perform its obligations under the Transaction Documents to which it is a party; (iii) that each Transaction Document has been duly authorized, executed and delivered by each party thereto; (iv) that each Transaction Document constitutes a valid, binding and enforceable obligation of each party thereto; (v) that the execution, delivery and performance by each party of the Transaction Documents to which it is a party do not contravene such party’s constitutional documents, violate any law, rule or regulation applicable to such party or result in any conflict with or breach of any agreement or instrument to which such party is a party or by which such party is bound; (vi) that each party to the Transaction Documents has obtained or made all consents, approvals, authorizations, filings, registrations, qualifications or recordations with each Governmental Authority required in connection with the execution, delivery and performance of the Transaction Documents; (vii) all applicable filings, registrations, recordations or other actions necessary to perfect as to ownership or security interest (except as set forth herein) including under the Cape Town Convention have been or will be made; (viii) reports for purposes of determining compliance with such diversification requirements. If it is determined that the Uniform Commercial Code Fund is not in compliance with the requirements noted above, the Sub-Advisor, in consultation with the Manager, will take prompt action to bring the Fund back into compliance within the time permitted under the IRC, provided that any such non-compliance was caused by Sub-Advisor in respect of the State of New York Managed Assets. (h) This Agreement contains the “NYUCC”), Irish Subsidiary Holdco is deemed located in the District of Columbia; entire understanding and (ix) the accuracy and completeness as agreement of the date hereof of the certificates and other information and statements delivered or made to us by representatives and officers of each Obligor. We have made no investigation or review of any matters relating to the Obligors or any other person or entity other than as expressly described herein. Further, we have made no special investigation of the business operations of the Obligors or any other person or entity for the purpose of identifying laws or regulations to which the Obligors or any other person or entity are subject. With reference particularly to our opinion in paragraph 3 below, we note that our representation of the Obligors is limited to this and similar transactions and that we are not generally familiar with their respective affairs or operations. We have also assumed that: (i) all applicable chattel paper (as such term is defined in Article 9 of the NYUCC) constitutes “tangible chattel paper” within the meaning of Section 9-102 of the NYUCC and is located only in the State of New York and is in the possession of the Collateral Agent; (ii) the Collateral subject to the Lien of the Security Documents exists, and each applicable Obligor has rights in the applicable Collateral and has the power to transfer its rights in the applicable Collateral; (iii) the descriptions of the Collateral contained in, or attached as schedules to, the applicable Security Documents sufficiently describe the Collateral intended to be covered by such Security Documents; (iv) the Collateral does not include any “cooperative interest” or “commercial tort claim” (as such terms are defined in Article 9 of the NYUCC); (v) for purposes of Article 9 of the NY UCC, no statute, regulation or treaty of the United States is applicable to any of the Collateral; (vi) the certificates representing the Pledged Equity Interests (used herein to mean the certificates representing the Pledged Stock and the Pledged Beneficial Interests listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) of Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco and each Pledged Equity Party listed in Annex II to each Collateral Supplement is in the possession of the Collateral Agent, together with duly executed in blank instruments of transfer in respect thereof; and (vii) the instruments representing the Pledged Debt (used herein to mean the Pledged Debt instruments listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) are each in the possession of the Collateral Agent, together with duly executed in blank allonges in respect thereof. Based upon the foregoing and subject to the qualifications and limitations set forth below, we are of the opinion that: 1. Each Transaction Document is a valid and binding obligation of each Obligor party thereto, enforceable against such Obligor in accordance with its termsparties. 2. The execution and delivery by each Obligor of the Transaction Documents to which it is a party does not, and the performance by each Obligor of its obligations thereunder will not, cause such Obligor to violate any Generally Applicable Law (defined below). 3. No consent, approval or authorization of, and no filing, registration, qualification or recordation with, United States federal or State of New York governmental authorities pursuant to any Generally Applicable Law is required in connection with the execution and delivery and consummation of the transactions contemplated thereby by any Obligor of the Transaction Documents to which it is a party, other than (a) those that are specified in the Transaction Documents, (b) filings necessary to create, record, perfect or maintain the security interests created by the Security Agreement, (c) those that have been duly obtained, taken or made and (d) in the case of Collateral constituting securities, as may be required in connection with any disposition of such Collateral.

General Provisions. This Assignment and Assumption Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption Acceptance may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption Acceptance by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and AssumptionAcceptance; provided, however, that it shall be promptly followed by an original. This Assignment and Assumption Acceptance shall be governed by, and construed in accordance with and governed by with, the laws law of the State of New York. EXHIBIT D-1A April 12Xxxxx Fargo Bank, 2012 To National Association as Administrative Agent for the Addressees Listed on Schedule 1 Lenders referred to below 0000 Xxxx X.X. Xxxxxx Blvd. MAC D1109-019 Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 Attention: Securities Admin Services Analyst Ladies and Gentlemen: We have acted as New York counsel Reference is made to International Lease Finance Corporation (“ILFC”) the Amended and the other Obligors as defined below in connection with the Term Loan Restated Credit Agreement dated as of September 30, 2015 (as the same may be amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) dated as ), among CRESTWOOD MIDSTREAM PARTNERS LP, a limited partnership organized under the laws of the date hereof among Delos Aircraft Inc. as Borrower Delaware (“Borrower”), ILFCthe LENDERS party thereto from time to time, Hyperion Aircraft Inc. XXXXX FARGO BANK, NATIONAL ASSOCIATION (“Parent HoldcoXxxxx Fargo”), Apollo Aircraft Inc. (“CA Subsidiary Holdco”)as Administrative Agent, Artemis (Delos) Limited (“Irish Subsidiary Holdco”)Xxxxx Fargo, the Lenders party theretoas Collateral Agent, Bank of AmericaCITIBANK, N.A., BANK OF AMERICA, N.A. and JPMORGAN CHASE BANK, N.A., as Administrative Agent Co-Syndication Agents and Bank of AmericaBARCLAYS BANK PLC, N.A.XXXXXX XXXXXXX SENIOR FUNDING, INC., RBC CAPITAL MARKETS and SUNTRUST BANK, as Collateral Agent (the “Collateral Agent”)Co-Documentation Agents. Capitalized terms used herein and not otherwise Terms defined shall have the meanings given such terms in the Credit Agreement and are used herein with the Security Agreementsame meanings. This opinion is delivered pursuant The undersigned, CRESTWOOD MIDSTREAM PARTNERS LP, refers to Sections 4.01(e) and 4.02(d) of the Credit Agreement. In rendering the opinions expressed below, we have examined executed copies of the following documents: (a) Credit Agreement; (b) Term Loan Security Agreement (the “Security Agreement”) dated as of the date hereof among Parent Holdcoand hereby gives you notice that, Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco, the additional grantors party thereto and the Collateral Agent; (c) Account Control Agreement (the “Account Control Agreement”) dated as of the date hereof among the Securities Intermediary, Borrower and the Collateral Agent; (d) Intercreditor Agreement (the “Intercreditor Agreement”) dated as of the date hereof among Parent Holdco, Borrower, ILFC, CA Subsidiary Holdco, Irish Subsidiary Holdco and the Collateral Agent; (e) Collateral Supplement (the “Irish Collateral Supplement”) dated as of the date hereof between Irish Subsidiary Holdco and the Collateral Agent; and (f) Collateral Supplement (the “California Collateral Supplement” and together with the Irish Collateral Supplement, the “Collateral Supplements”) dated as of the date hereof between CA Subsidiary Holdco and the Collateral Agent. Each of ILFC, Borrower, Parent Holdco, CA Subsidiary Holdco and Irish Subsidiary Holdco is referred pursuant to herein as an “Obligor”. Each Section 2.11 of the Credit Agreement, the Security Agreementundersigned intends to make a prepayment of a Revolving Facility Borrowing in [ABR Loans or Eurodollar Loans], in the amount of $ (1). (1) Please provide reasonably detailed calculation of the amount of prepayment. Very truly yours, CRESTWOOD MIDSTREAM PARTNERS LP By: CRESTWOOD MIDSTREAM GP LLC, its General Partner By: Name: Title: Xxxxx Fargo Bank, National Association as Administrative Agent [and Issuing Bank] for the Lenders referred to below 0000 Xxxx X.X. Xxxxxx Blvd. MAC D1109-019 Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 Attention: Securities Admin Services Analyst Ladies and Gentlemen: Reference is made to the Amended and Restated Credit Agreement dated as of September 30, 2015 (as the same may be amended, amended and restated, supplemented or otherwise modified from time to time, the Account Control “Credit Agreement”), among CRESTWOOD MIDSTREAM PARTNERS LP, a limited partnership organized under the laws of Delaware (“Borrower”), the Intercreditor Agreement LENDERS party thereto from time to time, XXXXX FARGO BANK, NATIONAL ASSOCIATION (“Xxxxx Fargo”), as Administrative Agent, Xxxxx Fargo, as Collateral Agent, CITIBANK, N.A., BANK OF AMERICA, N.A. and the Collateral Supplements is referred to herein JPMORGAN CHASE BANK, N.A., as a “Transaction Document”Co-Syndication Agents and BARCLAYS BANK PLC, XXXXXX XXXXXXX SENIOR FUNDING, INC., RBC CAPITAL MARKETS and SUNTRUST BANK, as Co-Documentation Agents. Each of the Security Agreement, the Account Control Agreement and the Collateral Supplements is referred to herein as a “Security Document”. We have also examined and relied upon such records and statements and certificates of public officials and representatives and officers of the Obligors and other persons as we have deemed necessary as a basis for the opinions expressed below. As to factual matters relevant to our opinions expressed below, we have, without independent investigation, relied upon the foregoing and the representations and warranties made in or pursuant to the Transaction Documents. We have not reviewed the dockets or other records of any court, arbitrator or governmental or regulatory body or agency or conducted any other investigation or inquiry or otherwise established or verified any factual matter. In such examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as certified or photostatic copies. We have assumed that the Collateral does not include any Aircraft, Engines or Parts (as such terms are Terms defined in the FAA Act)Credit Agreement are used herein with the same meanings. This notice constitutes a Borrowing Request of the Borrower and the Borrower hereby requests Borrowings under the Credit Agreement, and in that connection the Borrower specifies the following information with respect to such Borrowings requested hereby: For a Revolving Facility Borrowing or issuance of Revolving Letter of Credit, (A) Borrower [and Name of Account Party](1): (B) Aggregate or Face Amount of Borrowing: $ (C) Date of Borrowing (which shall be a Business Day): (D) Type of Borrowing (ABR, Eurodollar, or Aircraft Objects Revolving Letter of Credit): (as defined in E) Interest Period (if a Eurodollar Borrowing):(2) (1) If Borrower requests that a letter of credit be issued on behalf of another Loan Party. (2) Which must comply with the Cape Town Convention), or leases thereof or other interests therein. Except as expressly opined on by us below, we have assumed, without investigation: definition of “Interest Period” and end not later than the Revolving Facility Maturity Date. (iF) the due organization, valid existence and, to the extent applicable, good standing of each party to the Transaction Documents; (ii) that each party to the Transaction Documents has requisite power [Location and authority to execute, deliver and perform its obligations under the Transaction Documents to which it is a party; (iii) that each Transaction Document has been duly authorized, executed and delivered by each party thereto; (iv) that each Transaction Document constitutes a valid, binding and enforceable obligation of each party thereto; (v) that the execution, delivery and performance by each party number of the Transaction Documents to which it is a party do not contravene such partyBorrower’s constitutional documents, violate any law, rule or regulation applicable to such party or result in any conflict with or breach of any agreement or instrument to which such party is a party or by which such party is bound; (vi) that each party to the Transaction Documents has obtained or made all consents, approvals, authorizations, filings, registrations, qualifications or recordations with each Governmental Authority required in connection with the execution, delivery and performance of the Transaction Documents; (vii) all applicable filings, registrations, recordations or other actions necessary to perfect as to ownership or security interest (except as set forth herein) including under the Cape Town Convention have been or will be made; (viii) for purposes of the Uniform Commercial Code of the State of New York (the “NYUCC”), Irish Subsidiary Holdco is deemed located in the District of Columbia; and (ix) the accuracy and completeness as of the date hereof of the certificates and other information and statements delivered or made to us by representatives and officers of each Obligor. We have made no investigation or review of any matters relating to the Obligors account or any other person account agreed upon by the Administrative Agent] [Beneficiary (if a Revolving Letter of Credit)(3)]: (G) Expiry date (if a Revolving Letter of Credit)(4): For a Borrowing of Incremental Term Loans, (A) Aggregate Amount of Borrowing: $ (B) Type of Borrowing (ABR or entity other than as expressly described herein. Further, we have made no special investigation Eurodollar): (C) Interest Period (if a Eurodollar Borrowing):(5) (D) Location and number of the business operations of the Obligors Borrower’s account or any other person or entity for the purpose of identifying laws or regulations to which the Obligors or any other person or entity are subject. With reference particularly to our opinion in paragraph 3 below, we note that our representation of the Obligors is limited to this and similar transactions and that we are not generally familiar with their respective affairs or operations. We have also assumed that: (i) all applicable chattel paper (as such term is defined in Article 9 of the NYUCC) constitutes “tangible chattel paper” within the meaning of Section 9-102 of the NYUCC and is located only in the State of New York and is in the possession of the Collateral Agent; (ii) the Collateral subject to the Lien of the Security Documents exists, and each applicable Obligor has rights in the applicable Collateral and has the power to transfer its rights in the applicable Collateral; (iii) the descriptions of the Collateral contained in, or attached as schedules to, the applicable Security Documents sufficiently describe the Collateral intended to be covered by such Security Documents; (iv) the Collateral does not include any “cooperative interest” or “commercial tort claim” (as such terms are defined in Article 9 of the NYUCC); (v) for purposes of Article 9 of the NY UCC, no statute, regulation or treaty of the United States is applicable to any of the Collateral; (vi) the certificates representing the Pledged Equity Interests (used herein to mean the certificates representing the Pledged Stock and the Pledged Beneficial Interests listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) of Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco and each Pledged Equity Party listed in Annex II to each Collateral Supplement is in the possession of the Collateral Agent, together with duly executed in blank instruments of transfer in respect thereof; and (vii) the instruments representing the Pledged Debt (used herein to mean the Pledged Debt instruments listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) are each in the possession of the Collateral Agent, together with duly executed in blank allonges in respect thereof. Based account agreed upon the foregoing and subject to the qualifications and limitations set forth below, we are of the opinion that: 1. Each Transaction Document is a valid and binding obligation of each Obligor party thereto, enforceable against such Obligor in accordance with its terms. 2. The execution and delivery by each Obligor of the Transaction Documents to which it is a party does not, and the performance by each Obligor of its obligations thereunder will not, cause such Obligor to violate any Generally Applicable Law (defined below). 3. No consent, approval or authorization of, and no filing, registration, qualification or recordation with, United States federal or State of New York governmental authorities pursuant to any Generally Applicable Law is required in connection with the execution and delivery and consummation of the transactions contemplated thereby by any Obligor of the Transaction Documents to which it is a party, other than (a) those that are specified in the Transaction Documents, (b) filings necessary to create, record, perfect or maintain the security interests created by the Security Agreement, (c) those that have been duly obtained, taken or made and (d) in the case of Collateral constituting securities, as may be required in connection with any disposition of such Collateral.Administrative Agent:

General Provisions. This Assignment and Assumption Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption Acceptance may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption Acceptance by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and AssumptionAcceptance. This Assignment and Assumption Acceptance shall be governed by, and construed in accordance with and governed by with, the laws of the State of New YorkGeorgia. EXHIBIT D-1A April 12CHAR1\936505v2 THIS SUBSIDIARY GUARANTY AGREEMENT, 2012 To dated as of February 28, 2007 (the Addressees Listed on Schedule 1 Ladies and Gentlemen: We have acted as New York counsel to International Lease Finance Corporation (“ILFCSubsidiary Guaranty Agreement”) among each of the Subsidiaries (each such subsidiary individually, a “Guarantor” and collectively, the other Obligors “Guarantors”) of Ruby Tuesday, Inc., a Georgia corporation (the “Borrower”) from time to time parties hereto, and, Bank of America, N.A., a national banking association as administrative agent (the “Administrative Agent”) for the Lenders (as defined below in connection with the Term Loan Credit Agreement referred to below). Reference is made to the Amended and Restated Revolving Credit Agreement dated as of February 28, 2007 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) dated as of the date hereof among Delos Aircraft Inc. as Borrower (“Borrower”), ILFC, Hyperion Aircraft Inc. (“Parent Holdco”), Apollo Aircraft Inc. (“CA Subsidiary Holdco”), Artemis (Delos) Limited (“Irish Subsidiary Holdco”)among the Borrower, the Lenders lenders from time to time party thereto, thereto (the “Lenders”) and Bank of America, N.A., as Administrative Agent and Bank of Americafor the Lenders (in such capacity, N.A., as Collateral Agent (the “Collateral Administrative Agent”), swingline lender (in such capacity, the “Swingline Lender”) and issuing bank (in such capacity, the “Issuing Bank”). Capitalized terms used herein and not otherwise defined herein shall have the meanings given assigned to such terms in the Credit Agreement Agreement. The Lenders have agreed to make Loans to the Borrower, and the Security Agreement. This opinion is delivered Issuing Bank has agreed to issue Letters of Credit for the account of the Borrower, pursuant to, and upon the terms and subject to Sections 4.01(e) and 4.02(d) of the conditions specified in, the Credit Agreement. In rendering the opinions expressed below, we have examined executed copies of the following documents: (a) Credit Agreement; (b) Term Loan Security Agreement (the “Security Agreement”) dated as of the date hereof among Parent Holdco, Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco, the additional grantors party thereto and the Collateral Agent; (c) Account Control Agreement (the “Account Control Agreement”) dated as of the date hereof among the Securities Intermediary, Borrower and the Collateral Agent; (d) Intercreditor Agreement (the “Intercreditor Agreement”) dated as of the date hereof among Parent Holdco, Borrower, ILFC, CA Subsidiary Holdco, Irish Subsidiary Holdco and the Collateral Agent; (e) Collateral Supplement (the “Irish Collateral Supplement”) dated as of the date hereof between Irish Subsidiary Holdco and the Collateral Agent; and (f) Collateral Supplement (the “California Collateral Supplement” and together with the Irish Collateral Supplement, the “Collateral Supplements”) dated as of the date hereof between CA Subsidiary Holdco and the Collateral Agent. Each of ILFC, Borrower, Parent Holdco, CA Subsidiary Holdco and Irish Subsidiary Holdco is referred to herein as an “Obligor”. Each of the Guarantors is a direct or indirect wholly-owned Subsidiary of the Borrower and acknowledges that it will derive substantial benefit from the making of the Loans by the Lenders, and the issuance of the Letters of Credit Agreementby the Issuing Bank. The obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit are conditioned on, among other things, the Security Agreement, the Account Control Agreement, the Intercreditor Agreement and the Collateral Supplements is referred to herein as a “Transaction Document”. Each of the Security Agreement, the Account Control Agreement and the Collateral Supplements is referred to herein as a “Security Document”. We have also examined and relied upon such records and statements and certificates of public officials and representatives and officers of the Obligors and other persons as we have deemed necessary as a basis for the opinions expressed below. As to factual matters relevant to our opinions expressed below, we have, without independent investigation, relied upon the foregoing and the representations and warranties made in or pursuant to the Transaction Documents. We have not reviewed the dockets or other records of any court, arbitrator or governmental or regulatory body or agency or conducted any other investigation or inquiry or otherwise established or verified any factual matter. In such examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as certified or photostatic copies. We have assumed that the Collateral does not include any Aircraft, Engines or Parts (as such terms are defined in the FAA Act), or Aircraft Objects (as defined in the Cape Town Convention), or leases thereof or other interests therein. Except as expressly opined on by us below, we have assumed, without investigation: (i) the due organization, valid existence and, to the extent applicable, good standing of each party to the Transaction Documents; (ii) that each party to the Transaction Documents has requisite power and authority to execute, deliver and perform its obligations under the Transaction Documents to which it is a party; (iii) that each Transaction Document has been duly authorized, executed and delivered by each party thereto; (iv) that each Transaction Document constitutes a valid, binding and enforceable obligation of each party thereto; (v) that the execution, delivery and performance by each party of the Transaction Documents to which it is a party do not contravene such party’s constitutional documents, violate any law, rule or regulation applicable to such party or result in any conflict with or breach of any agreement or instrument to which such party is a party or by which such party is bound; (vi) that each party to the Transaction Documents has obtained or made all consents, approvals, authorizations, filings, registrations, qualifications or recordations with each Governmental Authority required in connection with the execution, delivery and performance of the Transaction Documents; (vii) all applicable filings, registrations, recordations or other actions necessary to perfect as to ownership or security interest (except as set forth herein) including under the Cape Town Convention have been or will be made; (viii) for purposes of the Uniform Commercial Code of the State of New York (the “NYUCC”), Irish Subsidiary Holdco is deemed located in the District of Columbia; and (ix) the accuracy and completeness as of the date hereof of the certificates and other information and statements delivered or made to us by representatives and officers of each Obligor. We have made no investigation or review of any matters relating to the Obligors or any other person or entity other than as expressly described herein. Further, we have made no special investigation of the business operations of the Obligors or any other person or entity for the purpose of identifying laws or regulations to which the Obligors or any other person or entity are subject. With reference particularly to our opinion in paragraph 3 below, we note that our representation of the Obligors is limited to this and similar transactions and that we are not generally familiar with their respective affairs or operations. We have also assumed that: (i) all applicable chattel paper (as such term is defined in Article 9 of the NYUCC) constitutes “tangible chattel paper” within the meaning of Section 9-102 of the NYUCC and is located only in the State of New York and is in the possession of the Collateral Agent; (ii) the Collateral subject to the Lien of the Security Documents exists, and each applicable Obligor has rights in the applicable Collateral and has the power to transfer its rights in the applicable Collateral; (iii) the descriptions of the Collateral contained in, or attached as schedules to, the applicable Security Documents sufficiently describe the Collateral intended to be covered by such Security Documents; (iv) the Collateral does not include any “cooperative interest” or “commercial tort claim” (as such terms are defined in Article 9 of the NYUCC); (v) for purposes of Article 9 of the NY UCC, no statute, regulation or treaty of the United States is applicable to any of the Collateral; (vi) the certificates representing the Pledged Equity Interests (used herein to mean the certificates representing the Pledged Stock and the Pledged Beneficial Interests listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) of Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco and each Pledged Equity Party listed in Annex II to each Collateral Supplement is in the possession of the Collateral Agent, together with duly executed in blank instruments of transfer in respect thereof; and (vii) the instruments representing the Pledged Debt (used herein to mean the Pledged Debt instruments listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) are each in the possession of the Collateral Agent, together with duly executed in blank allonges in respect thereof. Based upon the foregoing and subject to the qualifications and limitations set forth below, we are of the opinion that: 1. Each Transaction Document is a valid and binding obligation of each Obligor party thereto, enforceable against such Obligor in accordance with its terms. 2. The execution and delivery by each Obligor the Guarantors of this Subsidiary Guaranty Agreement. As consideration therefor and in order to induce the Transaction Documents Lenders to which it is a party does not, make Loans and the performance by each Obligor Issuing Bank to issue Letters of its obligations thereunder will notCredit, cause such Obligor the Guarantors are willing to violate any Generally Applicable Law (defined below). 3execute this Subsidiary Guaranty Agreement. No consentAccordingly, approval or authorization of, and no filing, registration, qualification or recordation with, United States federal or State of New York governmental authorities pursuant to any Generally Applicable Law is required in connection with the execution and delivery and consummation of the transactions contemplated thereby by any Obligor of the Transaction Documents to which it is a party, other than (a) those that are specified in the Transaction Documents, (b) filings necessary to create, record, perfect or maintain the security interests created by the Security Agreement, (c) those that have been duly obtained, taken or made and (d) in the case of Collateral constituting securities, parties hereto agree as may be required in connection with any disposition of such Collateral.follows:

General Provisions. This Assignment (a) Each party agrees to perform such further acts and Assumption shall be binding upon, and inure execute such further documents as are necessary to effectuate the benefit of, the parties hereto and their respective successors and assignspurposes hereof. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption Agreement shall be construed and enforced in accordance with and governed by the laws of the State of New York. EXHIBIT D-1A April 12, 2012 To the Addressees Listed on Schedule 1 Ladies The captions in this Agreement are included for convenience only and Gentlemen: We have acted as New York counsel to International Lease Finance Corporation (“ILFC”) and the other Obligors as defined below in connection with the Term Loan Credit Agreement (the “Credit Agreement”) dated as no way define or delimit any of the date provisions hereof among Delos Aircraft Inc. as Borrower (“Borrower”), ILFC, Hyperion Aircraft Inc. (“Parent Holdco”), Apollo Aircraft Inc. (“CA Subsidiary Holdco”), Artemis (Delos) Limited (“Irish Subsidiary Holdco”), the Lenders party thereto, Bank of America, N.A., as Administrative Agent and Bank of America, N.A., as Collateral Agent (the “Collateral Agent”). Capitalized terms used herein and not or otherwise defined shall have the meanings given such terms in the Credit Agreement and the Security Agreement. This opinion is delivered pursuant to Sections 4.01(e) and 4.02(d) of the Credit Agreement. In rendering the opinions expressed below, we have examined executed copies of the following documents: (a) Credit Agreement;affect their construction or effect. (b) Term Loan Security Any notice under this Agreement (shall be in writing, addressed and delivered or mailed postage pre-paid to the “Security Agreement”) dated other party at such address as such other party may designate for the receipt of such notices. Until further notice to the other party, it is agreed that the address of the date hereof among Parent HoldcoManager for this purpose shall be Principal Financial Group, BorrowerDes Moines, Irish Subsidiary HoldcoIowa 50390-0000, CA Subsidiary Holdcoxxx xxx address of the Sub-Advisor shall be One New York Plaza, 40xx Xxxxx, Xxx Xxxx, XX 00000. (x) Xxxxody, Delivery and Receipt of Securities. The Manager shall designate one or more custodians to hold the additional grantors party thereto Managed Assets. The custodians, as so designated, will be responsible for the custody, receipt and delivery of securities and other assets of the Fund including the Managed Assets, and the Collateral Agent; (c) Account Control Agreement (Sub-Advisor shall have no authority, responsibility or obligation with respect to the “Account Control Agreement”) dated as custody, receipt or delivery of securities or other assets of the date hereof among Fund including the Securities IntermediaryManaged Assets. In the event that any cash or securities of a Fund are delivered to the Sub-Advisor, Borrower it will promptly deliver the same over to the custodian for the benefit of and in the Collateral Agent;name of the Fund. Unless otherwise required by local custom, all securities transactions for the Managed Assets will be consummated by payment to or delivery by a Fund of cash or securities due to or from the Managed Assets. Repurchase agreements, including tri-party repurchase agreements and other trading agreements, may be entered into by a Fund acting through designated officers or agents; custodians under tri-party repurchase agreements will act as sub-custodians of the Fund. (d) Intercreditor Agreement (The Sub-Advisor will promptly notify the “Intercreditor Agreement”) dated as Manager in writing of the date hereof among Parent Holdcooccurrence of any of the following events: (1) the Sub-Advisor fails to be registered as an investment adviser under the Investment Advisers Act or under the laws of any jurisdiction in which the Sub-Advisor is required to be registered as an investment advisor in order to perform its obligations under this Agreement. (2) the Sub-Advisor is served or otherwise receives notice of any action, Borrowersuit, ILFCproceeding, CA Subsidiary Holdcoinquiry or investigation, Irish Subsidiary Holdco and at law or in equity, before or by any court, public board or body, involving the Collateral Agent;affairs of the Fund. (e) Collateral Supplement The Manager shall provide (or cause the “Irish Collateral Supplement”Fund custodian to provide) dated timely information to the Sub-Advisor regarding such matters as the composition of the date hereof between Irish Subsidiary Holdco assets of the Fund, cash requirements and cash available for investment in the Collateral Agent; andFund, any applicable investment restrictions imposed by state insurance laws and regulations, reports covering the classification of securities for purposes of Subchapter M of the Internal Revenue Code and Treasury Regulations Section 1.817, and all other reasonable information as may be necessary for the Sub-Advisor to perform its duties and responsibilities hereunder. (f) Collateral Supplement (Neither the “California Collateral Supplement” and together with Manager, Principal Mutual Life Insurance Company, nor the Irish Collateral SupplementFund will publish or distribute any information, including but not limited to registration statements, advertising or promotional material, regarding the provision of investment advisory services by the Sub-Advisor pursuant to this Agreement, or use in advertising, publicity or otherwise the name of the Sub-Advisor or any of its affiliates, or any trade name, trademark, trade device, service mark, symbol or any axxxxviation, contraction or simulation thereof of the Sub-Advisor or its affiliates without the prior written consent of the Sub-Advisor. This provision includes any written, electronic or video type of material intended for clients or brokers. Notwithstanding the foregoing, the “Collateral Supplements”Manager may distribute information regarding the provision of investment advisory services by the Sub-Advisor to the Fund's board of Directors ("Board Materials") dated as without the prior written consent of the date hereof between CA Subsidiary Holdco Sub-Advisor. (g) The Manager shall perform quarterly and annual tax compliance tests to ensure that the Collateral Agent. Each of ILFC, Borrower, Parent Holdco, CA Subsidiary Holdco and Irish Subsidiary Holdco Fund is referred to herein as an “Obligor”. Each in compliance with Subchapter M of the Credit AgreementInternal Revenue Code ("IRC") and Section 817(h) of the IRC. In connection with such compliance tests, the Security Agreement, Manager shall prepare and provide reports to the Account Control Agreement, Sub-Advisor within 10 business days of a calendar quarter end relating to the Intercreditor Agreement and the Collateral Supplements is referred to herein as a “Transaction Document”. Each diversification of the Security Agreement, the Account Control Agreement Fund under Subchapter M and the Collateral Supplements is referred to herein as a “Security Document”Section 817(h). We have also examined and relied upon The Sub-Advisor shall review such records and statements and certificates of public officials and representatives and officers of the Obligors and other persons as we have deemed necessary as a basis for the opinions expressed below. As to factual matters relevant to our opinions expressed below, we have, without independent investigation, relied upon the foregoing and the representations and warranties made in or pursuant to the Transaction Documents. We have not reviewed the dockets or other records of any court, arbitrator or governmental or regulatory body or agency or conducted any other investigation or inquiry or otherwise established or verified any factual matter. In such examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as certified or photostatic copies. We have assumed that the Collateral does not include any Aircraft, Engines or Parts (as such terms are defined in the FAA Act), or Aircraft Objects (as defined in the Cape Town Convention), or leases thereof or other interests therein. Except as expressly opined on by us below, we have assumed, without investigation: (i) the due organization, valid existence and, to the extent applicable, good standing of each party to the Transaction Documents; (ii) that each party to the Transaction Documents has requisite power and authority to execute, deliver and perform its obligations under the Transaction Documents to which it is a party; (iii) that each Transaction Document has been duly authorized, executed and delivered by each party thereto; (iv) that each Transaction Document constitutes a valid, binding and enforceable obligation of each party thereto; (v) that the execution, delivery and performance by each party of the Transaction Documents to which it is a party do not contravene such party’s constitutional documents, violate any law, rule or regulation applicable to such party or result in any conflict with or breach of any agreement or instrument to which such party is a party or by which such party is bound; (vi) that each party to the Transaction Documents has obtained or made all consents, approvals, authorizations, filings, registrations, qualifications or recordations with each Governmental Authority required in connection with the execution, delivery and performance of the Transaction Documents; (vii) all applicable filings, registrations, recordations or other actions necessary to perfect as to ownership or security interest (except as set forth herein) including under the Cape Town Convention have been or will be made; (viii) reports for purposes of determining compliance with such diversification requirements. If it is determined that the Uniform Commercial Code Fund is not in compliance with the requirements noted above, the Sub-Advisor, in consultation with the Manager, will take prompt action to bring the Fund back into compliance within the time permitted under the IRC, provided that any such non-compliance was caused by Sub-Advisor in respect of the State of New York Managed Assets. (h) This Agreement contains the “NYUCC”), Irish Subsidiary Holdco is deemed located in the District of Columbia; entire understanding and (ix) the accuracy and completeness as agreement of the date hereof of the certificates and other information and statements delivered or made to us by representatives and officers of each Obligor. We have made no investigation or review of any matters relating to the Obligors or any other person or entity other than as expressly described herein. Further, we have made no special investigation of the business operations of the Obligors or any other person or entity for the purpose of identifying laws or regulations to which the Obligors or any other person or entity are subject. With reference particularly to our opinion in paragraph 3 below, we note that our representation of the Obligors is limited to this and similar transactions and that we are not generally familiar with their respective affairs or operations. We have also assumed that: (i) all applicable chattel paper (as such term is defined in Article 9 of the NYUCC) constitutes “tangible chattel paper” within the meaning of Section 9-102 of the NYUCC and is located only in the State of New York and is in the possession of the Collateral Agent; (ii) the Collateral subject to the Lien of the Security Documents exists, and each applicable Obligor has rights in the applicable Collateral and has the power to transfer its rights in the applicable Collateral; (iii) the descriptions of the Collateral contained in, or attached as schedules to, the applicable Security Documents sufficiently describe the Collateral intended to be covered by such Security Documents; (iv) the Collateral does not include any “cooperative interest” or “commercial tort claim” (as such terms are defined in Article 9 of the NYUCC); (v) for purposes of Article 9 of the NY UCC, no statute, regulation or treaty of the United States is applicable to any of the Collateral; (vi) the certificates representing the Pledged Equity Interests (used herein to mean the certificates representing the Pledged Stock and the Pledged Beneficial Interests listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) of Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco and each Pledged Equity Party listed in Annex II to each Collateral Supplement is in the possession of the Collateral Agent, together with duly executed in blank instruments of transfer in respect thereof; and (vii) the instruments representing the Pledged Debt (used herein to mean the Pledged Debt instruments listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) are each in the possession of the Collateral Agent, together with duly executed in blank allonges in respect thereof. Based upon the foregoing and subject to the qualifications and limitations set forth below, we are of the opinion that: 1. Each Transaction Document is a valid and binding obligation of each Obligor party thereto, enforceable against such Obligor in accordance with its termsparties. 2. The execution and delivery by each Obligor of the Transaction Documents to which it is a party does not, and the performance by each Obligor of its obligations thereunder will not, cause such Obligor to violate any Generally Applicable Law (defined below). 3. No consent, approval or authorization of, and no filing, registration, qualification or recordation with, United States federal or State of New York governmental authorities pursuant to any Generally Applicable Law is required in connection with the execution and delivery and consummation of the transactions contemplated thereby by any Obligor of the Transaction Documents to which it is a party, other than (a) those that are specified in the Transaction Documents, (b) filings necessary to create, record, perfect or maintain the security interests created by the Security Agreement, (c) those that have been duly obtained, taken or made and (d) in the case of Collateral constituting securities, as may be required in connection with any disposition of such Collateral.

General Provisions. This Assignment and Assumption shall be binding upon, upon and inure to the benefit of, of the parties hereto and their respective successors and assigns. This Assignment The provisions of Section 7.06 (“Counterparts; Effectiveness; Several Agreement”), Section 7.07 (“Severability”), Section 7.09 (“Governing Law; Jurisdiction; Consent to Service of Process”) and Assumption may be executed in any number Section 7.10 (“Waiver of counterpartsJury Trial”) are incorporated herein by reference, which together shall constitute one instrumentmutatis mutandis, and the parties hereto agree to such terms. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective Ares Capital Corporation as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be construed in accordance with and governed by Administrative Agent for the laws of the State of Lenders referred to below 000 Xxxx Xxxxxx, 00xx Floor New York. EXHIBIT D-1A April 12, 2012 To the Addressees Listed on Schedule 1 New York 10167 Attention: Middle Office DL Email: xxxxxx@xxxxxxxx.xxx; xxxxxxxxxxxxxx@xxxxxxxx.xxx; xxxxxxxxxx@xxxxxxxxxx.xxx September [●], 20226 Ladies and Gentlemen: We have acted as New York counsel The undersigned, TEMPUS LABS, INC., a Delaware corporation (the “Borrower”), refers to International Lease Finance Corporation (“ILFC”) and the other Obligors as defined below in connection with the Term Loan Credit Agreement dated as of September 22, 2022 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) dated as of the date hereof among Delos Aircraft Inc. as Borrower (“Borrower”), ILFC, Hyperion Aircraft Inc. (“Parent Holdco”), Apollo Aircraft Inc. (“CA Subsidiary Holdco”), Artemis (Delos) Limited (“Irish Subsidiary Holdco”)by and among Borrower, the Lenders party theretothereto from time to time, Bank of America, N.A.Ares Capital Corporation, as Administrative Agent Agent, and Bank of America, N.A.Ares Capital Management LLC, as Collateral Agent (the “Collateral Agent”)Lead Arranger and Bookrunner. Capitalized terms used herein and not otherwise defined herein shall have the meanings given assigned to such terms in the Credit Agreement and the Security Agreement. This opinion is delivered Borrower hereby gives you notice pursuant to Sections 4.01(e) and 4.02(d) Section 2.03 of the Credit Agreement. In rendering the opinions expressed below, we have examined executed copies Agreement that it requests a Borrowing of the following documents: (a) Credit Agreement; (b) Term Loan Security Agreement (the “Security Agreement”) dated as of the date hereof among Parent Holdco, Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco, the additional grantors party thereto and the Collateral Agent; (c) Account Control Agreement (the “Account Control Agreement”) dated as of the date hereof among the Securities Intermediary, Borrower and the Collateral Agent; (d) Intercreditor Agreement (the “Intercreditor Agreement”) dated as of the date hereof among Parent Holdco, Borrower, ILFC, CA Subsidiary Holdco, Irish Subsidiary Holdco and the Collateral Agent; (e) Collateral Supplement (the “Irish Collateral Supplement”) dated as of the date hereof between Irish Subsidiary Holdco and the Collateral Agent; and (f) Collateral Supplement (the “California Collateral Supplement” and together with the Irish Collateral Supplement, the “Collateral Supplements”) dated as of the date hereof between CA Subsidiary Holdco and the Collateral Agent. Each of ILFC, Borrower, Parent Holdco, CA Subsidiary Holdco and Irish Subsidiary Holdco is referred to herein as an “Obligor”. Each of Loans under the Credit Agreement, and in that connection sets forth below the Security Agreement, the Account Control Agreement, the Intercreditor Agreement and the Collateral Supplements is referred to herein as a “Transaction Document”. Each of the Security Agreement, the Account Control Agreement and the Collateral Supplements is referred to herein as a “Security Document”. We have also examined and relied upon such records and statements and certificates of public officials and representatives and officers of the Obligors and other persons as we have deemed necessary as a basis for the opinions expressed below. As to factual matters relevant to our opinions expressed below, we have, without independent investigation, relied upon the foregoing and the representations and warranties made in or pursuant to the Transaction Documents. We have not reviewed the dockets or other records of any court, arbitrator or governmental or regulatory body or agency or conducted any other investigation or inquiry or otherwise established or verified any factual matter. In such examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as certified or photostatic copies. We have assumed that the Collateral does not include any Aircraft, Engines or Parts (as such terms are defined in the FAA Act), or Aircraft Objects (as defined in the Cape Town Convention), or leases thereof or other interests therein. Except as expressly opined on by us below, we have assumed, without investigation: (i) the due organization, valid existence and, to the extent applicable, good standing of each party to the Transaction Documents; (ii) that each party to the Transaction Documents has requisite power and authority to execute, deliver and perform its obligations under the Transaction Documents to which it is a party; (iii) that each Transaction Document has been duly authorized, executed and delivered by each party thereto; (iv) that each Transaction Document constitutes a valid, binding and enforceable obligation of each party thereto; (v) that the execution, delivery and performance by each party of the Transaction Documents to which it is a party do not contravene such party’s constitutional documents, violate any law, rule or regulation applicable to such party or result in any conflict with or breach of any agreement or instrument to which such party Borrowing is a party or by which such party is bound; (vi) that each party requested to the Transaction Documents has obtained or made all consents, approvals, authorizations, filings, registrations, qualifications or recordations with each Governmental Authority required in connection with the execution, delivery and performance of the Transaction Documents; (vii) all applicable filings, registrations, recordations or other actions necessary to perfect as to ownership or security interest (except as set forth herein) including under the Cape Town Convention have been or will be made; (viii) for purposes of the Uniform Commercial Code of the State of New York (the “NYUCC”), Irish Subsidiary Holdco is deemed located in the District of Columbia; and (ix) the accuracy and completeness as of the date hereof of the certificates and other information and statements delivered or made to us by representatives and officers of each Obligor. We have made no investigation or review of any matters relating to the Obligors or any other person or entity other than as expressly described herein. Further, we have made no special investigation of the business operations of the Obligors or any other person or entity for the purpose of identifying laws or regulations to which the Obligors or any other person or entity are subject. With reference particularly to our opinion in paragraph 3 below, we note that our representation of the Obligors is limited to this and similar transactions and that we are not generally familiar with their respective affairs or operations. We have also assumed that: (iA) all applicable chattel paper Date of Borrowing (as such term which is defined in Article 9 of the NYUCCa Business Day) constitutes “tangible chattel paper” within the meaning of Section 9-102 of the NYUCC and is located only in the State of New York and is in the possession of the Collateral Agent;September [●], 2022 (iiB) the Collateral subject to the Lien Principal Amount of the Security Documents exists, and each applicable Obligor has rights in the applicable Collateral and has the power to transfer its rights in the applicable Collateral;Borrowing $175,000,000 (iiiC) Type of Borrowing7 [ ] (D) [Interest Period and the descriptions of the Collateral contained in, or attached as schedules to, the applicable Security Documents sufficiently describe the Collateral intended last day thereof8] [ ] (E) Funds are requested to be covered by such Security Documents; disbursed to Xxxxxxxx’s account as follows (iv) the Collateral does not include any “cooperative interest” or “commercial tort claim” (as such terms are defined in Article 9 of the NYUCCAccount No. [ ]); (v) for purposes of Article 9 of the NY UCC, no statute, regulation or treaty of the United States is applicable to any of the Collateral; (vi) the certificates representing the Pledged Equity Interests (used herein to mean the certificates representing the Pledged Stock and the Pledged Beneficial Interests listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) of Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco and each Pledged Equity Party listed in Annex II to each Collateral Supplement is in the possession of the Collateral Agent, together with duly executed in blank instruments of transfer in respect thereof; and (vii) the instruments representing the Pledged Debt (used herein to mean the Pledged Debt instruments listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) are each in the possession of the Collateral Agent, together with duly executed in blank allonges in respect thereof. Based upon the foregoing and subject to the qualifications and limitations set forth below, we are of the opinion that: 1. Each Transaction Document is a valid and binding obligation of each Obligor party thereto, enforceable against such Obligor in accordance with its terms. 2. The execution and delivery by each Obligor of the Transaction Documents to which it is a party does not, and the performance by each Obligor of its obligations thereunder will not, cause such Obligor to violate any Generally Applicable Law (defined below). 3. No consent, approval or authorization of, and no filing, registration, qualification or recordation with, United States federal or State of New York governmental authorities pursuant to any Generally Applicable Law is required in connection with the execution and delivery and consummation of the transactions contemplated thereby by any Obligor of the Transaction Documents to which it is a party, other than (a) those that are specified in the Transaction Documents, (b) filings necessary to create, record, perfect or maintain the security interests created by the Security Agreement, (c) those that have been duly obtained, taken or made and (d) in the case of Collateral constituting securities, as may be required in connection with any disposition of such Collateral.9

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with and governed by with, the laws law of the State of New York. EXHIBIT D-1A April 12, 2012 To the Addressees Listed on Schedule 1 Ladies and Gentlemen: We have acted as New York counsel to International Lease Finance Corporation (“ILFC”) and the other Obligors as defined below in connection with the Term Loan Credit Agreement (the “Credit Agreement”) dated as of the date hereof among Delos Aircraft Inc. as Borrower (“Borrower”), ILFC, Hyperion Aircraft Inc. (“Parent Holdco”), Apollo Aircraft Inc. (“CA Subsidiary Holdco”), Artemis (Delos) Limited (“Irish Subsidiary Holdco”), the Lenders party thereto, D FORM OF NOTICE OF BORROWING ABN AMRO Bank of America, N.A.N.V., as Administrative Agent and Bank of America, N.A., as Collateral Agent (for the “Collateral Agent”). Capitalized terms used herein and not otherwise defined shall have the meanings given such terms in Lenders parties to the Credit Agreement referred to below 208 South LaSalle Street, Suite 1500 Chicago, IL 60604-1003 [Xxxx] Xxxxxxxxn: Agency Services - Sylvia Miranda Email: sylvia.miranda@abnamro.com xxxxx: 312-992-5189 xxx: 000-000-0611 Ladies and Gentlexxx: The undersigned, Northxxx Xxxxxxxx Gas Company, refers to the Security 180-Day Credit Agreement. This opinion is delivered , dated as of September 9, 2003 (as amended, amended and restated, supplemented or otherwise modified from time to time, the "Credit Agreement", the terms defined therein being used herein as therein defined), among the Borrower, the Lenders parties thereto, and ABN AMRO Bank N.V., as Administrative Agent for said Lenders, and hereby gives you notice, irrevocably, pursuant to Sections 4.01(eSection 2.4(a) of the Credit Agreement that the undersigned hereby requests a Borrowing under the Credit Agreement, and 4.02(din that connection sets forth below the information relating to such Borrowing (the "Proposed Borrowing") as required by Section 2.4(a) of the Credit Agreement. In rendering the opinions expressed below, we have examined executed copies of the following documents: (a) Credit Agreement; (b) Term Loan Security Agreement (the “Security Agreement”) dated as of the date hereof among Parent Holdco, Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco, the additional grantors party thereto and the Collateral Agent; (c) Account Control Agreement (the “Account Control Agreement”) dated as of the date hereof among the Securities Intermediary, Borrower and the Collateral Agent; (d) Intercreditor Agreement (the “Intercreditor Agreement”) dated as of the date hereof among Parent Holdco, Borrower, ILFC, CA Subsidiary Holdco, Irish Subsidiary Holdco and the Collateral Agent; (e) Collateral Supplement (the “Irish Collateral Supplement”) dated as of the date hereof between Irish Subsidiary Holdco and the Collateral Agent; and (f) Collateral Supplement (the “California Collateral Supplement” and together with the Irish Collateral Supplement, the “Collateral Supplements”) dated as of the date hereof between CA Subsidiary Holdco and the Collateral Agent. Each of ILFC, Borrower, Parent Holdco, CA Subsidiary Holdco and Irish Subsidiary Holdco is referred to herein as an “Obligor”. Each of the Credit Agreement, the Security Agreement, the Account Control Agreement, the Intercreditor Agreement and the Collateral Supplements is referred to herein as a “Transaction Document”. Each of the Security Agreement, the Account Control Agreement and the Collateral Supplements is referred to herein as a “Security Document”. We have also examined and relied upon such records and statements and certificates of public officials and representatives and officers of the Obligors and other persons as we have deemed necessary as a basis for the opinions expressed below. As to factual matters relevant to our opinions expressed below, we have, without independent investigation, relied upon the foregoing and the representations and warranties made in or pursuant to the Transaction Documents. We have not reviewed the dockets or other records of any court, arbitrator or governmental or regulatory body or agency or conducted any other investigation or inquiry or otherwise established or verified any factual matter. In such examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as certified or photostatic copies. We have assumed that the Collateral does not include any Aircraft, Engines or Parts (as such terms are defined in the FAA Act), or Aircraft Objects (as defined in the Cape Town Convention), or leases thereof or other interests therein. Except as expressly opined on by us below, we have assumed, without investigation: (i) the due organization, valid existence and, to the extent applicable, good standing of each party to the Transaction Documents; (ii) that each party to the Transaction Documents has requisite power and authority to execute, deliver and perform its obligations under the Transaction Documents to which it is a party; (iii) that each Transaction Document has been duly authorized, executed and delivered by each party thereto; (iv) that each Transaction Document constitutes a valid, binding and enforceable obligation of each party thereto; (v) that the execution, delivery and performance by each party of the Transaction Documents to which it is a party do not contravene such party’s constitutional documents, violate any law, rule or regulation applicable to such party or result in any conflict with or breach of any agreement or instrument to which such party is a party or by which such party is bound; (vi) that each party to the Transaction Documents has obtained or made all consents, approvals, authorizations, filings, registrations, qualifications or recordations with each Governmental Authority required in connection with the execution, delivery and performance of the Transaction Documents; (vii) all applicable filings, registrations, recordations or other actions necessary to perfect as to ownership or security interest (except as set forth herein) including under the Cape Town Convention have been or will be made; (viii) for purposes of the Uniform Commercial Code of the State of New York (the “NYUCC”), Irish Subsidiary Holdco is deemed located in the District of Columbia; and (ix) the accuracy and completeness as of the date hereof of the certificates and other information and statements delivered or made to us by representatives and officers of each Obligor. We have made no investigation or review of any matters relating to the Obligors or any other person or entity other than as expressly described herein. Further, we have made no special investigation of the business operations of the Obligors or any other person or entity for the purpose of identifying laws or regulations to which the Obligors or any other person or entity are subject. With reference particularly to our opinion in paragraph 3 below, we note that our representation of the Obligors is limited to this and similar transactions and that we are not generally familiar with their respective affairs or operations. We have also assumed that: (i) all applicable chattel paper (as such term is defined in Article 9 of the NYUCC) constitutes “tangible chattel paper” within the meaning of Section 9-102 of the NYUCC and is located only in the State of New York and is in the possession of the Collateral Agent; (ii) the Collateral subject to the Lien of the Security Documents exists, and each applicable Obligor has rights in the applicable Collateral and has the power to transfer its rights in the applicable Collateral; (iii) the descriptions of the Collateral contained in, or attached as schedules to, the applicable Security Documents sufficiently describe the Collateral intended to be covered by such Security Documents; (iv) the Collateral does not include any “cooperative interest” or “commercial tort claim” (as such terms are defined in Article 9 of the NYUCC); (v) for purposes of Article 9 of the NY UCC, no statute, regulation or treaty of the United States is applicable to any of the Collateral; (vi) the certificates representing the Pledged Equity Interests (used herein to mean the certificates representing the Pledged Stock and the Pledged Beneficial Interests listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) of Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco and each Pledged Equity Party listed in Annex II to each Collateral Supplement is in the possession of the Collateral Agent, together with duly executed in blank instruments of transfer in respect thereof; and (vii) the instruments representing the Pledged Debt (used herein to mean the Pledged Debt instruments listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) are each in the possession of the Collateral Agent, together with duly executed in blank allonges in respect thereof. Based upon the foregoing and subject to the qualifications and limitations set forth below, we are of the opinion that: 1. Each Transaction Document is a valid and binding obligation of each Obligor party thereto, enforceable against such Obligor in accordance with its terms. 2. The execution and delivery by each Obligor of the Transaction Documents to which it is a party does not, and the performance by each Obligor of its obligations thereunder will not, cause such Obligor to violate any Generally Applicable Law (defined below). 3. No consent, approval or authorization of, and no filing, registration, qualification or recordation with, United States federal or State of New York governmental authorities pursuant to any Generally Applicable Law is required in connection with the execution and delivery and consummation of the transactions contemplated thereby by any Obligor of the Transaction Documents to which it is a party, other than (a) those that are specified in the Transaction Documents, (b) filings necessary to create, record, perfect or maintain the security interests created by the Security Agreement, (c) those that have been duly obtained, taken or made and (d) in the case of Collateral constituting securities, as may be required in connection with any disposition of such Collateral.

General Provisions. (a) Borrower waives presentment, demand, notice, protest and all other demands and notices in connection with delivery, acceptance, performance or enforcement of this Note. (b) This Assignment Note, together with any related loan and Assumption shall be binding uponsecurity agreements, guaranties, and documents ancillary thereto contains the entire agreement between Lender and Borrower with respect to the subject matter hereof, and supersedes every course of dealing, other conduct, oral agreement, commitment letter or other correspondence related thereto and representation previously made by Xxxxxx. (c) Xxxxxxxx agrees that in any legal proceeding, a copy of this Note kept in Xxxxxx’s course of business may be admitted into evidence as an original. (d) This Note is a binding obligation enforceable against Borrower and its permitted successors and assigns and shall inure to the benefit of, the parties hereto of Lender and their respective its successors and assigns. This Assignment and Assumption Borrower may be executed in not assign any number of counterparts, which together shall constitute one instrumentits rights or obligations hereunder without the prior written consent of Xxxxxx. Delivery of an executed counterpart of If a signature page court deems any provision of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart Note invalid, the remainder of this Assignment and Assumption. This Assignment and Assumption Note shall be construed remain in accordance with and governed by the laws of the State of New York. EXHIBIT D-1A April 12, 2012 To the Addressees Listed on Schedule 1 Ladies and Gentlemen: We have acted as New York counsel to International Lease Finance Corporation (“ILFC”) and the other Obligors as defined below in connection with the Term Loan Credit Agreement (the “Credit Agreement”) dated as of the date hereof among Delos Aircraft Inc. as Borrower (“Borrower”), ILFC, Hyperion Aircraft Inc. (“Parent Holdco”), Apollo Aircraft Inc. (“CA Subsidiary Holdco”), Artemis (Delos) Limited (“Irish Subsidiary Holdco”), the Lenders party thereto, Bank of America, N.A., as Administrative Agent and Bank of America, N.A., as Collateral Agent (the “Collateral Agent”). Capitalized terms used herein and not otherwise defined shall have the meanings given such terms in the Credit Agreement and the Security Agreement. This opinion is delivered pursuant to Sections 4.01(e) and 4.02(d) of the Credit Agreement. In rendering the opinions expressed below, we have examined executed copies of the following documents: (a) Credit Agreement; (b) Term Loan Security Agreement (the “Security Agreement”) dated as of the date hereof among Parent Holdco, Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco, the additional grantors party thereto and the Collateral Agent; (c) Account Control Agreement (the “Account Control Agreement”) dated as of the date hereof among the Securities Intermediary, Borrower and the Collateral Agent; (d) Intercreditor Agreement (the “Intercreditor Agreement”) dated as of the date hereof among Parent Holdco, Borrower, ILFC, CA Subsidiary Holdco, Irish Subsidiary Holdco and the Collateral Agent;effect. (e) Collateral Supplement (the “Irish Collateral Supplement”) dated as If there is more than one Borrower, each of the date hereof between Irish Subsidiary Holdco them shall be jointly and severally liable for all amounts and obligations which become due under this Note and the Collateral Agent; andterm “Borrower” shall include each as well as all of them. (f) Collateral Supplement (Borrower shall furnish to Bank the “California Collateral Supplement” and together following financial information, in each instance prepared in accordance with the Irish Collateral Supplement, the “Collateral Supplements”) dated as of the date hereof between CA Subsidiary Holdco and the Collateral Agent. Each of ILFC, Borrower, Parent Holdco, CA Subsidiary Holdco and Irish Subsidiary Holdco is referred to herein as an “Obligor”. Each of the Credit Agreement, the Security Agreement, the Account Control Agreement, the Intercreditor Agreement and the Collateral Supplements is referred to herein as a “Transaction Document”. Each of the Security Agreement, the Account Control Agreement and the Collateral Supplements is referred to herein as a “Security Document”. We have also examined and relied upon such records and statements and certificates of public officials and representatives and officers of the Obligors and other persons as we have deemed necessary as a basis for the opinions expressed below. As to factual matters relevant to our opinions expressed below, we have, without independent investigation, relied upon the foregoing and the representations and warranties made in or pursuant to the Transaction Documents. We have not reviewed the dockets or other records of any court, arbitrator or governmental or regulatory body or agency or conducted any other investigation or inquiry or otherwise established or verified any factual matter. In such examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as certified or photostatic copies. We have assumed that the Collateral does not include any Aircraft, Engines or Parts (as such terms are defined in the FAA Act), or Aircraft Objects (as defined in the Cape Town Convention), or leases thereof or other interests therein. Except as expressly opined on by us below, we have assumed, without investigationgenerally accepted accounting principles consistently applied: (i) not later than one hundred twenty (120) days after the due organization, valid existence and, to the extent applicable, good standing end of each party to fiscal year, financial information of Borrower including, without limitation, an operating statement, a cash flow statement and a balance sheet and any other information reasonably requested by Xxxxxx, prepared by Xxxxxxxx’s chief financial officer or if Borrower has no such officer, the Transaction Documentschief financial officer of Xxxxxxxx’s manager; and (ii) that each party such other information respecting the operations of Borrower and/or the Property as Lender may from time to the Transaction Documents has requisite power and authority to execute, deliver and perform its obligations under the Transaction Documents to which it is a party; (iii) that each Transaction Document has been duly authorized, executed and delivered by each party thereto; (iv) that each Transaction Document constitutes a valid, binding and enforceable obligation of each party thereto; (v) that the execution, delivery and performance by each party time reasonably request. Borrower shall promptly notify Lender of the Transaction Documents to which it is a party do not contravene such party’s constitutional documents, violate any law, rule or regulation applicable to such party or result in any conflict with or breach occurrence of any agreement default, Event of Default, adverse litigation or instrument material adverse change in its financial condition. (g) If payment of this Note is secured by collateral, the collateral is specified in the collateral records of Lender. (h) No failure by the holder hereof to exercise, and no delay in exercising, any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by such holder of any right or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right or remedy. The rights and remedies of the holder hereof as herein specified are cumulative and not exclusive of any other rights or remedies which such party is a party or by which such party is bound; (vi) that each party to the Transaction Documents has obtained or made all consents, approvals, authorizations, filings, registrations, qualifications or recordations with each Governmental Authority required in connection with the execution, delivery and performance of the Transaction Documents; (vii) all applicable filings, registrations, recordations or other actions necessary to perfect as to ownership or security interest (except as set forth herein) including under the Cape Town Convention have been or will be made; (viii) for purposes of the Uniform Commercial Code of the State of New York (the “NYUCC”), Irish Subsidiary Holdco is deemed located in the District of Columbia; and (ix) the accuracy and completeness as of the date hereof of the certificates and other information and statements delivered or made to us by representatives and officers of each Obligor. We have made no investigation or review of any matters relating to the Obligors or any other person or entity other than as expressly described herein. Further, we have made no special investigation of the business operations of the Obligors or any other person or entity for the purpose of identifying laws or regulations to which the Obligors or any other person or entity are subject. With reference particularly to our opinion in paragraph 3 below, we note that our representation of the Obligors is limited to this and similar transactions and that we are not generally familiar with their respective affairs or operations. We have also assumed that:holder may otherwise have. (i) all applicable chattel paper All notices, demands, or other communications hereunder must be in writing and will be effective when delivered or mailed to the address set forth herein or such other address as provided by such party via overnight delivery service or personal service or, if mailed, three (as such term is defined 3) days after deposit, postage prepaid, in Article 9 of an official depository maintained by the NYUCC) constitutes “tangible chattel paper” within the meaning of Section 9-102 of the NYUCC and is located only in the State of New York and is in the possession of the Collateral Agent;United States Post Office. (iij) Borrower agrees to indemnify Lender and its affiliates and their respective officers, directors and employees (collectively, “Indemnitees”) and hereby holds Indemnitees harmless against all liabilities, claims, actions, suits, proceedings, penalties, costs, expenses, brokerage or other fees (including, without limitation, reasonable legal fees and expenses), losses, damages and liabilities of any kind or nature including in tort, penalties and interest, which Lender may incur in any manner other than Xxxxxx’s own negligence or willful misconduct, by reason of any matter relating, directly or indirectly, to this Note and the Collateral subject to related Loan Documents. This indemnity shall survive the Lien termination of this Note. (k) To the Security Documents existsfullest extent permitted by applicable law, Xxxxxxxx and Lender shall not assert, and each applicable Obligor has rights in hereby waives any claim against the applicable Collateral and has the power to transfer its rights in the applicable Collateral; other, on any theory of liability, for special, indirect, consequential or punitive damages (iiibut excluding direct or actual damages) the descriptions of the Collateral contained in, or attached as schedules to, the applicable Security Documents sufficiently describe the Collateral intended to be covered by such Security Documents; (iv) the Collateral does not include any “cooperative interest” or “commercial tort claim” (as such terms are defined in Article 9 of the NYUCC); (v) for purposes of Article 9 of the NY UCC, no statute, regulation or treaty of the United States is applicable to any of the Collateral; (vi) the certificates representing the Pledged Equity Interests (used herein to mean the certificates representing the Pledged Stock and the Pledged Beneficial Interests listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) of Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco and each Pledged Equity Party listed in Annex II to each Collateral Supplement is in the possession of the Collateral Agent, together with duly executed in blank instruments of transfer in respect thereof; and (vii) the instruments representing the Pledged Debt (used herein to mean the Pledged Debt instruments listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) are each in the possession of the Collateral Agent, together with duly executed in blank allonges in respect thereof. Based upon the foregoing and subject to the qualifications and limitations set forth below, we are of the opinion that: 1. Each Transaction Document is a valid and binding obligation of each Obligor party thereto, enforceable against such Obligor in accordance with its terms. 2. The execution and delivery by each Obligor of the Transaction Documents to which it is a party does not, and the performance by each Obligor of its obligations thereunder will not, cause such Obligor to violate any Generally Applicable Law (defined below). 3. No consent, approval or authorization arising out of, and no filing, registration, qualification or recordation with, United States federal or State of New York governmental authorities pursuant to any Generally Applicable Law is required in connection with the execution and delivery and consummation of or as a result of, this Note, any related loan documents, the transactions contemplated hereby or thereby by or any Obligor loan or the use of the Transaction Documents to which it is a party, other than (a) those that are specified in the Transaction Documents, (b) filings necessary to create, record, perfect or maintain the security interests created by the Security Agreement, (c) those that have been duly obtained, taken or made and (d) in the case of Collateral constituting securities, as may be required in connection with any disposition of such Collateralproceeds.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic imaging means shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with and governed by with, the laws of the State of New York. EXHIBIT D-1A April 12To: The Bank of Nova Scotia, 2012 To the Addressees Listed on Schedule 1 as Administrative Agent Ladies and Gentlemen: We have acted Reference is made to that certain Amended and Restated Credit Agreement, dated as New York counsel of January 24, 2020 (as may be amended, restated, extended, supplemented or otherwise modified in writing from time to International Lease Finance Corporation (“ILFC”) and the other Obligors as defined below in connection with the Term Loan Credit Agreement (time, the “Credit Agreement”) dated ), among C&W Senior Secured Parent Limited, as the Company and Guarantor, Sable International Finance Limited, an exempted company incorporated under the laws of the date hereof among Delos Aircraft Inc. Cayman Islands, and Coral-US Co-Borrower LLC, a limited liability company organized under the laws of Delaware, as Borrower (“Borrower”), ILFC, Hyperion Aircraft Inc. (“Parent Holdco”), Apollo Aircraft Inc. (“CA Subsidiary Holdco”), Artemis (Delos) Limited (“Irish Subsidiary Holdco”)Initial Borrowers and Guarantors, the Lenders other Guarantors from time to time party thereto, The Bank of America, N.A.Nova Scotia, as Administrative Agent and Security Trustee, each Lender from time to time party thereto, and The Bank of America, N.A.Nova Scotia, as Collateral Agent (the “Collateral Agent”)L/C Issuer and Swing Line Lender. Capitalized terms used herein and not otherwise defined herein shall have the meanings given assigned to such terms in the Credit Agreement and the Security Agreement. This opinion report is being delivered pursuant to Sections 4.01(e) and 4.02(dSection 2.03(n) of the Credit Agreement. In rendering Set forth in the opinions expressed belowtable below is a description of each [Alternative] Letter of Credit issued by the undersigned and outstanding on the date hereof. 46 Bracketed language to be added if report relates to Alternative Letters of Credit. [●], we have examined executed copies as [Alternative] L/C Issuer By: Name: Title: FORM OF ADDITIONAL FACILITY JOINDER AGREEMENT47 This Additional Facility Joinder Agreement (this “Joinder Agreement”), dated as of [●], is made by and among [●], a [●] (the “[Borrower]”)] as Borrower and Guarantor, each of the following documents: (a) Credit Agreement; (b) Term other Loan Security Parties party hereto, the financial institutions listed on Schedule 1 to this Joinder Agreement (the “Additional [Term/Revolving] Lenders”) and The Bank of Nova Scotia as Administrative Agent (the “Administrative Agent”) and Security Trustee (the “Security Trustee”) under the amended and restated credit agreement dated as of January 24, 2020 (as amended, restated, supplemented or otherwise modified from time to time prior to the Effective Date (as defined below), the “Credit Agreement”) dated between, among others, the [Borrower], as of the date hereof among Parent Holdco, Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdcothe other Borrowers and Guarantors party thereto from time to time, the additional grantors party thereto and the Collateral Administrative Agent; (c) Account Control Agreement (the “Account Control Agreement”) dated as of the date hereof among the Securities Intermediary, Borrower and the Collateral Agent; (d) Intercreditor Agreement (the “Intercreditor Agreement”) dated as of the date hereof among Parent Holdco, Borrower, ILFC, CA Subsidiary Holdco, Irish Subsidiary Holdco and the Collateral Agent; (e) Collateral Supplement (the “Irish Collateral Supplement”) dated as of the date hereof between Irish Subsidiary Holdco and the Collateral Agent; and (f) Collateral Supplement (the “California Collateral Supplement” and together with the Irish Collateral Supplement, the “Collateral Supplements”) dated as of the date hereof between CA Subsidiary Holdco and the Collateral Agent. Each of ILFC, Borrower, Parent Holdco, CA Subsidiary Holdco and Irish Subsidiary Holdco is referred to herein as an “Obligor”. Each of the Credit Agreement, the Security Agreement, the Account Control Agreement, the Intercreditor Agreement Trustee and the Collateral Supplements is referred each Lender from time to herein as a “Transaction Document”. Each of the Security Agreement, the Account Control Agreement and the Collateral Supplements is referred to herein as a “Security Document”. We have also examined and relied upon such records and statements and certificates of public officials and representatives and officers of the Obligors and other persons as we have deemed necessary as a basis for the opinions expressed below. As to factual matters relevant to our opinions expressed below, we have, without independent investigation, relied upon the foregoing and the representations and warranties made in or pursuant to the Transaction Documents. We have not reviewed the dockets or other records of any court, arbitrator or governmental or regulatory body or agency or conducted any other investigation or inquiry or otherwise established or verified any factual matter. In such examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as certified or photostatic copies. We have assumed that the Collateral does not include any Aircraft, Engines or Parts (as such terms are defined in the FAA Act), or Aircraft Objects (as defined in the Cape Town Convention), or leases thereof or other interests therein. Except as expressly opined on by us below, we have assumed, without investigation: (i) the due organization, valid existence and, to the extent applicable, good standing of each party to the Transaction Documents; (ii) that each party to the Transaction Documents has requisite power and authority to execute, deliver and perform its obligations under the Transaction Documents to which it is a party; (iii) that each Transaction Document has been duly authorized, executed and delivered by each time party thereto; (iv) that each Transaction Document constitutes a valid, binding and enforceable obligation of each party thereto; (v) that the execution, delivery and performance by each party of the Transaction Documents to which it is a party do not contravene such party’s constitutional documents, violate any law, rule or regulation applicable to such party or result in any conflict with or breach of any agreement or instrument to which such party is a party or by which such party is bound; (vi) that each party to the Transaction Documents has obtained or made all consents, approvals, authorizations, filings, registrations, qualifications or recordations with each Governmental Authority required in connection with the execution, delivery and performance of the Transaction Documents; (vii) all applicable filings, registrations, recordations or other actions necessary to perfect as to ownership or security interest (except as set forth herein) including under the Cape Town Convention have been or will be made; (viii) for purposes of the Uniform Commercial Code of the State of New York (the “NYUCC”), Irish Subsidiary Holdco is deemed located in the District of Columbia; and (ix) the accuracy and completeness as of the date hereof of the certificates and other information and statements delivered or made to us by representatives and officers of each Obligor. We have made no investigation or review of any matters relating to the Obligors or any other person or entity other than as expressly described herein. Further, we have made no special investigation of the business operations of the Obligors or any other person or entity for the purpose of identifying laws or regulations to which the Obligors or any other person or entity are subject. With reference particularly to our opinion in paragraph 3 below, we note that our representation of the Obligors is limited to this and similar transactions and that we are not generally familiar with their respective affairs or operations. We have also assumed that: (i) all applicable chattel paper (as such term is defined in Article 9 of the NYUCC) constitutes “tangible chattel paper” within the meaning of Section 9-102 of the NYUCC and is located only in the State of New York and is in the possession of the Collateral Agent; (ii) the Collateral subject to the Lien of the Security Documents exists, and each applicable Obligor has rights in the applicable Collateral and has the power to transfer its rights in the applicable Collateral; (iii) the descriptions of the Collateral contained in, or attached as schedules to, the applicable Security Documents sufficiently describe the Collateral intended to be covered by such Security Documents; (iv) the Collateral does not include any “cooperative interest” or “commercial tort claim” (as such terms are defined in Article 9 of the NYUCC); (v) for purposes of Article 9 of the NY UCC, no statute, regulation or treaty of the United States is applicable to any of the Collateral; (vi) the certificates representing the Pledged Equity Interests (used herein to mean the certificates representing the Pledged Stock and the Pledged Beneficial Interests listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) of Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco and each Pledged Equity Party listed in Annex II to each Collateral Supplement is in the possession of the Collateral Agent, together with duly executed in blank instruments of transfer in respect thereof; and (vii) the instruments representing the Pledged Debt (used herein to mean the Pledged Debt instruments listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) are each in the possession of the Collateral Agent, together with duly executed in blank allonges in respect thereof. Based upon the foregoing and subject to the qualifications and limitations set forth below, we are of the opinion that: 1. Each Transaction Document is a valid and binding obligation of each Obligor party thereto, enforceable against such Obligor in accordance with its terms. 2. The execution and delivery by each Obligor of the Transaction Documents to which it is a party does not, and the performance by each Obligor of its obligations thereunder will not, cause such Obligor to violate any Generally Applicable Law (defined below). 3. No consent, approval or authorization of, and no filing, registration, qualification or recordation with, United States federal or State of New York governmental authorities pursuant to any Generally Applicable Law is required in connection with the execution and delivery and consummation of the transactions contemplated thereby by any Obligor of the Transaction Documents to which it is a party, other than (a) those that are specified in the Transaction Documents, (b) filings necessary to create, record, perfect or maintain the security interests created by the Security Agreement, (c) those that have been duly obtained, taken or made and (d) in the case of Collateral constituting securities, as may be required in connection with any disposition of such Collateral.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic imaging means shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with and governed by with, the laws law of the State of New York. EXHIBIT D-1A April 12Xxxxxx Xxxxxxx Senior Funding, 2012 To the Addressees Listed on Schedule 1 Ladies and GentlemenInc. Attn: We have acted as New York counsel to International Lease Finance Corporation (“ILFC”) and the other Obligors as defined below in connection with the [ ] [ ] Telephone: [ ] Facsimile: [ ] Email: [ ] Re: Term Loan B Credit Agreement dated as of November 25, 2014 (the “Credit Agreement”) dated as of among Vine Oil & Gas LP, a Delaware limited partnership (the date hereof among Delos Aircraft Inc. as Borrower (“Borrower”), ILFCthe Guarantors party thereto from time to time, Hyperion Aircraft Inc. (“Parent Holdco”)certain other parties thereto and Xxxxxx Xxxxxxx Senior Funding, Apollo Aircraft Inc. (“CA Subsidiary Holdco”), Artemis (Delos) Limited (“Irish Subsidiary Holdco”), the Lenders party thereto, Bank of America, N.A.Inc., as Administrative Agent and Bank of America, N.A., as Collateral Agent Agent. 1) Dear Sir: The undersigned (the “Proposed Affiliate Assignee”) hereby gives you notice, pursuant to Section 10.07(l) of the Credit Agreement, that (a) it has entered into an agreement to purchase via assignment a portion of the Term Loans under the Credit Agreement, (b) the assignor in the proposed assignment is [ ], (c) immediately after giving effect to such assignment, the Proposed Affiliate Assignee will be an Affiliated Lender, (d) the principal amount of Term Loans to be purchased by such Proposed Affiliate Assignee in the assignment contemplated hereby is $ , (e) the aggregate amount of all Term Loans held by such Proposed Affiliate Assignee and each other Affiliated Lender after giving effect to the assignment hereunder (if accepted) is $[ ], (f) it, in its capacity as a Term Lender under the Credit Agreement, hereby waives any right to bring any action against the Administrative Agent with respect to the Term Loans that are the subject of the proposed assignment hereunder, and (g) the proposed effective date of the assignment contemplated hereby is [ , 20 ]. Very truly yours, [EXACT LEGAL NAME OF PROPOSED AFFILIATE ASSIGNEE] By: Name: Title: Phone Number: Fax: Email: Date: To: [Xxxxxx Xxxxxxx Senior Funding, Inc.], as Auction Agent Ladies and Gentlemen: This Acceptance and Prepayment Notice is delivered to you pursuant to (a) Section 2.05(a)(v)(D) of that certain Term Loan B Credit Agreement dated as of November 25, 2014 (as amended, modified, refinanced and/or restated from time to time, the “Credit Agreement”) among Vine Oil & Gas LP, a Delaware limited partnership (the “Borrower”), the Guarantors party thereto from time to time, certain other parties thereto and Xxxxxx Xxxxxxx Senior Funding, Inc., as Administrative Agent and Collateral Agent, and (b) that certain Solicited Discounted Prepayment Notice, dated , 20 , from the applicable Company Party (the “Solicited Discounted Prepayment Notice”). Capitalized terms used herein and not otherwise defined herein shall have the meanings given meaning ascribed to such terms in the Credit Agreement and the Security Agreement. This opinion Pursuant to Section 2.05(a)(v)(D) of the Credit Agreement, the Company Party hereby irrevocably notifies you that it accepts offers delivered in response to the Solicited Discounted Prepayment Notice having an Offered Discount equal to or greater than [[ ]% in respect of the Term Loans] [[ ]% in respect of the [ , 20 ]1 tranche[(s)] of the [ ]2 Class of Term Loans] (the “Acceptable Discount”) in an aggregate amount not to exceed the Solicited Discounted Prepayment Amount. The Company Party expressly agrees that this Acceptance and Prepayment Notice shall be irrevocable and is delivered pursuant subject to Sections 4.01(e) and 4.02(dthe provisions of Section 2.05(a)(v)(D) of the Credit Agreement. In rendering The Company Party hereby represents and warrants to the opinions expressed below, we have examined executed copies Auction Agent and [the Term Lenders][each Term Lender of the following documents[ , 20 ]3 tranche[s] of the [ ]4 Class of Term Loans] as follows: 1. [At least ten (a10) Credit Agreement; (b) Business Days have passed since the consummation of the most recent Discounted Term Loan Security Agreement Prepayment as a result of a prepayment made by a Company Party on the applicable Discounted Prepayment Effective Date.][At least three (3) Business Days have passed since the date the Company Party was notified that no Term Lender was willing to accept any prepayment of any Term Loan at the Specified Discount, within the Discount Range or at any 1 List multiple tranches if applicable. 2 List applicable Class(es) of Term Loans (e.g., “Security AgreementInitial Term Loans”, “Incremental Term Loans”, “Refinancing Term Loans” or “Extended Term Loans”). 3 List multiple tranches if applicable. 4 List applicable Class(es) dated of Term Loans (e.g., “Initial Term Loans”, “Incremental Term Loans”, “Refinancing Term Loans” or “Extended Term Loans”). discount to par value, as applicable, or in the case of Borrower Solicitation of Discounted Prepayment Offers, the date of any Company Party’s election not to accept any Solicited Discounted Prepayment Offers made by a Term Lender.]5 2. No Default or Event of Default has occurred and is continuing. The Company Party acknowledges that the Auction Agent and the relevant Term Lenders are relying on the truth and accuracy of the date hereof among Parent Holdco, Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco, the additional grantors party thereto and the Collateral Agent; (c) Account Control Agreement (the “Account Control Agreement”) dated as of the date hereof among the Securities Intermediary, Borrower and the Collateral Agent; (d) Intercreditor Agreement (the “Intercreditor Agreement”) dated as of the date hereof among Parent Holdco, Borrower, ILFC, CA Subsidiary Holdco, Irish Subsidiary Holdco and the Collateral Agent; (e) Collateral Supplement (the “Irish Collateral Supplement”) dated as of the date hereof between Irish Subsidiary Holdco and the Collateral Agent; and (f) Collateral Supplement (the “California Collateral Supplement” and together with the Irish Collateral Supplement, the “Collateral Supplements”) dated as of the date hereof between CA Subsidiary Holdco and the Collateral Agent. Each of ILFC, Borrower, Parent Holdco, CA Subsidiary Holdco and Irish Subsidiary Holdco is referred to herein as an “Obligor”. Each of the Credit Agreement, the Security Agreement, the Account Control Agreement, the Intercreditor Agreement and the Collateral Supplements is referred to herein as a “Transaction Document”. Each of the Security Agreement, the Account Control Agreement and the Collateral Supplements is referred to herein as a “Security Document”. We have also examined and relied upon such records and statements and certificates of public officials and representatives and officers of the Obligors and other persons as we have deemed necessary as a basis for the opinions expressed below. As to factual matters relevant to our opinions expressed below, we have, without independent investigation, relied upon the foregoing and the representations and warranties made in or pursuant to the Transaction Documents. We have not reviewed the dockets or other records of any court, arbitrator or governmental or regulatory body or agency or conducted any other investigation or inquiry or otherwise established or verified any factual matter. In such examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as certified or photostatic copies. We have assumed that the Collateral does not include any Aircraft, Engines or Parts (as such terms are defined in the FAA Act), or Aircraft Objects (as defined in the Cape Town Convention), or leases thereof or other interests therein. Except as expressly opined on by us below, we have assumed, without investigation: (i) the due organization, valid existence and, to the extent applicable, good standing of each party to the Transaction Documents; (ii) that each party to the Transaction Documents has requisite power and authority to execute, deliver and perform its obligations under the Transaction Documents to which it is a party; (iii) that each Transaction Document has been duly authorized, executed and delivered by each party thereto; (iv) that each Transaction Document constitutes a valid, binding and enforceable obligation of each party thereto; (v) that the execution, delivery and performance by each party of the Transaction Documents to which it is a party do not contravene such party’s constitutional documents, violate any law, rule or regulation applicable to such party or result in any conflict with or breach of any agreement or instrument to which such party is a party or by which such party is bound; (vi) that each party to the Transaction Documents has obtained or made all consents, approvals, authorizations, filings, registrations, qualifications or recordations with each Governmental Authority required in connection with the execution, delivery and performance of the Transaction Documents; (vii) all applicable filings, registrations, recordations or other actions necessary to perfect as to ownership or security interest (except as set forth herein) including under the Cape Town Convention have been or will be made; (viii) for purposes of the Uniform Commercial Code of the State of New York (the “NYUCC”), Irish Subsidiary Holdco is deemed located in the District of Columbia; and (ix) the accuracy and completeness as of the date hereof of the certificates and other information and statements delivered or made to us by representatives and officers of each Obligor. We have made no investigation or review acceptance of any matters relating to the Obligors or any other person or entity other than as expressly described herein. Further, we have prepayment made no special investigation of the business operations of the Obligors or any other person or entity for the purpose of identifying laws or regulations to which the Obligors or any other person or entity are subject. With reference particularly to our opinion in paragraph 3 below, we note that our representation of the Obligors is limited to this and similar transactions and that we are not generally familiar with their respective affairs or operations. We have also assumed that: (i) all applicable chattel paper (as such term is defined in Article 9 of the NYUCC) constitutes “tangible chattel paper” within the meaning of Section 9-102 of the NYUCC and is located only in the State of New York and is in the possession of the Collateral Agent; (ii) the Collateral subject to the Lien of the Security Documents exists, and each applicable Obligor has rights in the applicable Collateral and has the power to transfer its rights in the applicable Collateral; (iii) the descriptions of the Collateral contained in, or attached as schedules to, the applicable Security Documents sufficiently describe the Collateral intended to be covered by such Security Documents; (iv) the Collateral does not include any “cooperative interest” or “commercial tort claim” (as such terms are defined in Article 9 of the NYUCC); (v) for purposes of Article 9 of the NY UCC, no statute, regulation or treaty of the United States is applicable to any of the Collateral; (vi) the certificates representing the Pledged Equity Interests (used herein to mean the certificates representing the Pledged Stock and the Pledged Beneficial Interests listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) of Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco and each Pledged Equity Party listed in Annex II to each Collateral Supplement is in the possession of the Collateral Agent, together with duly executed in blank instruments of transfer in respect thereof; and (vii) the instruments representing the Pledged Debt (used herein to mean the Pledged Debt instruments listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) are each in the possession of the Collateral Agent, together with duly executed in blank allonges in respect thereof. Based upon the foregoing and subject to the qualifications and limitations set forth below, we are of the opinion that: 1. Each Transaction Document is a valid and binding obligation of each Obligor party thereto, enforceable against such Obligor in accordance with its terms. 2. The execution and delivery by each Obligor of the Transaction Documents to which it is a party does not, and the performance by each Obligor of its obligations thereunder will not, cause such Obligor to violate any Generally Applicable Law (defined below). 3. No consent, approval or authorization of, and no filing, registration, qualification or recordation with, United States federal or State of New York governmental authorities pursuant to any Generally Applicable Law is required in connection with a Solicited Discounted Prepayment Offer. The Company Party requests that the execution Auction Agent promptly notify each Term Lender party to the Credit Agreement of this Acceptance and delivery and consummation Prepayment Notice. [The remainder of the transactions contemplated thereby by any Obligor of the Transaction Documents to which it this page is a party, other than (a) those that are specified in the Transaction Documents, (b) filings necessary to create, record, perfect or maintain the security interests created by the Security Agreement, (c) those that have been duly obtained, taken or made and (d) in the case of Collateral constituting securities, as may be required in connection with any disposition of such Collateralintentionally left blank.] 5 Insert applicable representation.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with and governed by with, the laws law of the State of New York. EXHIBIT D-1A April 12, 2012 To the Addressees Listed on Schedule 1 Ladies and GentlemenTo: We have acted as New York counsel to International Lease Finance Corporation (“ILFC”) and the other Obligors as defined below in connection with the Term Loan Credit Agreement (the “Credit Agreement”) dated as of the date hereof among Delos Aircraft Inc. as Borrower (“Borrower”), ILFC, Hyperion Aircraft Inc. (“Parent Holdco”), Apollo Aircraft Inc. (“CA Subsidiary Holdco”), Artemis (Delos) Limited (“Irish Subsidiary Holdco”), the Lenders party thereto, Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: This Designated Borrower Request and Assumption Agreement is made and delivered pursuant to Section 2.15 of that certain Credit Agreement, dated as of September 29, 2020 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Vontier Corporation, a Delaware corporation (the “Company”), the Designated Borrowers from time to time party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Collateral Agent (Administrative Agent, L/C Issuer and Swing Line Lender, and reference is made thereto for full particulars of the “Collateral Agent”)matters described therein. Capitalized All capitalized terms used herein in this Designated Borrower Request and Assumption Agreement and not otherwise defined herein shall have the meanings given such terms assigned to them in the Credit Agreement Agreement. Each of ______________________ (the “Designated Borrower”) and the Security AgreementCompany hereby confirms, represents and warrants to the Administrative Agent and the Lenders that the Designated Borrower is a Subsidiary of the Company. This opinion is The documents required to be delivered pursuant to Sections 4.01(e) and 4.02(d) the Administrative Agent under Section 2.15 of the Credit Agreement will be furnished to the Administrative Agent in accordance with the requirements of the Credit Agreement. In rendering The parties hereto hereby confirm that with effect from the opinions expressed belowdate hereof, we the Designated Borrower shall have examined executed copies obligations, duties and liabilities toward each of the following documents: (a) other parties to the Credit Agreement; (b) Term Loan Security Agreement (identical to those which the “Security Agreement”) dated Designated Borrower would have had if the Designated Borrower had been an original party to the Credit Agreement as of the date hereof among Parent Holdcoa Borrower. The Designated Borrower confirms its acceptance of, Borrowerand consents to, Irish Subsidiary Holdcoall representations and warranties, CA Subsidiary Holdcocovenants, the additional grantors party thereto and the Collateral Agent; (c) Account Control Agreement (the “Account Control Agreement”) dated as of the date hereof among the Securities Intermediary, Borrower other terms and the Collateral Agent; (d) Intercreditor Agreement (the “Intercreditor Agreement”) dated as of the date hereof among Parent Holdco, Borrower, ILFC, CA Subsidiary Holdco, Irish Subsidiary Holdco and the Collateral Agent; (e) Collateral Supplement (the “Irish Collateral Supplement”) dated as of the date hereof between Irish Subsidiary Holdco and the Collateral Agent; and (f) Collateral Supplement (the “California Collateral Supplement” and together with the Irish Collateral Supplement, the “Collateral Supplements”) dated as of the date hereof between CA Subsidiary Holdco and the Collateral Agent. Each of ILFC, Borrower, Parent Holdco, CA Subsidiary Holdco and Irish Subsidiary Holdco is referred to herein as an “Obligor”. Each provisions of the Credit Agreement, . The parties hereto hereby request that the Security Designated Borrower be entitled to receive Revolving Credit Loans under the Credit Agreement, and understand, acknowledge and agree that neither the Account Control Agreement, Designated Borrower nor the Intercreditor Agreement Company on its behalf shall have any right to request any Revolving Credit Loans for its account unless and until the date one (1) Business Day after the effective date designated by the Administrative Agent in a Designated Borrower Notice delivered to the Company and the Collateral Supplements is referred Lenders pursuant to herein as a “Transaction Document”. Each Section 2.15 of the Security Credit Agreement, the Account Control . This Designated Borrower Request and Assumption Agreement and the Collateral Supplements is referred to herein as shall constitute a “Security Document”. We have also examined and relied upon such records and statements and certificates of public officials and representatives and officers of the Obligors and other persons as we have deemed necessary as a basis for the opinions expressed below. As to factual matters relevant to our opinions expressed below, we have, without independent investigation, relied upon the foregoing and the representations and warranties made in or pursuant to the Transaction Documents. We have not reviewed the dockets or other records of any court, arbitrator or governmental or regulatory body or agency or conducted any other investigation or inquiry or otherwise established or verified any factual matter. In such examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as certified or photostatic copies. We have assumed that the Collateral does not include any Aircraft, Engines or Parts (as such terms are defined in the FAA Act), or Aircraft Objects (as defined in the Cape Town Convention), or leases thereof or other interests therein. Except as expressly opined on by us below, we have assumed, without investigation: (i) the due organization, valid existence and, to the extent applicable, good standing of each party to the Transaction Documents; (ii) that each party to the Transaction Documents has requisite power and authority to execute, deliver and perform its obligations Loan Document under the Transaction Documents to which it is a partyCredit Agreement. THIS DESIGNATED BORROWER REQUEST AND ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE; (iii) that each Transaction Document has been duly authorized, executed and delivered by each party thereto; (iv) that each Transaction Document constitutes a valid, binding and enforceable obligation of each party thereto; (v) that the execution, delivery and performance by each party of the Transaction Documents to which it is a party do not contravene such party’s constitutional documents, violate any law, rule or regulation applicable to such party or result in any conflict with or breach of any agreement or instrument to which such party is a party or by which such party is bound; (vi) that each party to the Transaction Documents has obtained or made all consents, approvals, authorizations, filings, registrations, qualifications or recordations with each Governmental Authority required in connection with the execution, delivery and performance of the Transaction Documents; (vii) all applicable filings, registrations, recordations or other actions necessary to perfect as to ownership or security interest (except as set forth herein) including under the Cape Town Convention have been or will be made; (viii) for purposes of the Uniform Commercial Code of the State of New York (the “NYUCC”), Irish Subsidiary Holdco is deemed located in the District of Columbia; and (ix) the accuracy and completeness as of the date hereof of the certificates and other information and statements delivered or made to us by representatives and officers of each Obligor. We have made no investigation or review of any matters relating to the Obligors or any other person or entity other than as expressly described herein. Further, we have made no special investigation of the business operations of the Obligors or any other person or entity for the purpose of identifying laws or regulations to which the Obligors or any other person or entity are subject. With reference particularly to our opinion in paragraph 3 below, we note that our representation of the Obligors is limited to this and similar transactions and that we are not generally familiar with their respective affairs or operations. We have also assumed that: (i) all applicable chattel paper (as such term is defined in Article 9 of the NYUCC) constitutes “tangible chattel paper” within the meaning of Section 9-102 of the NYUCC and is located only in the State of New York and is in the possession of the Collateral Agent; (ii) the Collateral subject to the Lien of the Security Documents exists, and each applicable Obligor has rights in the applicable Collateral and has the power to transfer its rights in the applicable Collateral; (iii) the descriptions of the Collateral contained in, or attached as schedules to, the applicable Security Documents sufficiently describe the Collateral intended to be covered by such Security Documents; (iv) the Collateral does not include any “cooperative interest” or “commercial tort claim” (as such terms are defined in Article 9 of the NYUCC); (v) for purposes of Article 9 of the NY UCC, no statute, regulation or treaty of the United States is applicable to any of the Collateral; (vi) the certificates representing the Pledged Equity Interests (used herein to mean the certificates representing the Pledged Stock and the Pledged Beneficial Interests listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) of Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco and each Pledged Equity Party listed in Annex II to each Collateral Supplement is in the possession of the Collateral Agent, together with duly executed in blank instruments of transfer in respect thereof; and (vii) the instruments representing the Pledged Debt (used herein to mean the Pledged Debt instruments listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) are each in the possession of the Collateral Agent, together with duly executed in blank allonges in respect thereof. Based upon the foregoing and subject to the qualifications and limitations set forth below, we are of the opinion that: 1. Each Transaction Document is a valid and binding obligation of each Obligor party thereto, enforceable against such Obligor in accordance with its termsPROVIDED THAT THE ADMINISTRATIVE AGENT AND EACH LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW. 2. The execution and delivery by each Obligor of the Transaction Documents to which it is a party does not, and the performance by each Obligor of its obligations thereunder will not, cause such Obligor to violate any Generally Applicable Law (defined below). 3. No consent, approval or authorization of, and no filing, registration, qualification or recordation with, United States federal or State of New York governmental authorities pursuant to any Generally Applicable Law is required in connection with the execution and delivery and consummation of the transactions contemplated thereby by any Obligor of the Transaction Documents to which it is a party, other than (a) those that are specified in the Transaction Documents, (b) filings necessary to create, record, perfect or maintain the security interests created by the Security Agreement, (c) those that have been duly obtained, taken or made and (d) in the case of Collateral constituting securities, as may be required in connection with any disposition of such Collateral.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment THIS AGREEMENT AND ASSUMPTION AND ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ASSUMPTION (WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE) SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES, TO THE EXTENT THEY WOULD REQUIRE THE APPLICATION OF THE LAWS OF A DIFFERENT JURISDICTION. 1 Select appropriate representation. 2 Insert if assignment is to an Affiliated Lender (other than an Affiliated Debt Fund). 3 Insert if assignment is to an Affiliated Lender (other than an Affiliated Debt Fund). FORM OF LIQUIDITY CERTIFICATE39 Reference is hereby made to the Credit Agreement, dated as of February 11, 2019 (as the same may be amended, restated, amended and Assumption shall be construed restated, supplemented or otherwise modified from time to time in accordance with and governed by the laws of the State of New York. EXHIBIT D-1A April 12its terms, 2012 To the Addressees Listed on Schedule 1 Ladies and Gentlemen: We have acted as New York counsel to International Lease Finance Corporation (“ILFC”) and the other Obligors as defined below in connection with the Term Loan Credit Agreement (the “Credit Agreement”) dated as of ), by and among Invoice Cloud, Inc., a Delaware corporation (the date hereof among Delos Aircraft Inc. as Borrower (“Borrower”), ILFCas successor by merger on the Closing Date to Xxxxxxx Merger Sub, Hyperion Aircraft Inc. Inc., a Delaware corporation (“Parent HoldcoMerger Sub”), Apollo Aircraft Inc. Xxxxxxx Midco, LLC, a Delaware limited liability company (“CA Subsidiary Holdco”), Artemis (Delos) Limited (“Irish Subsidiary HoldcoHoldings”), the Lenders financial institutions party thereto, Bank of America, N.A., thereto from time to time as Administrative Agent and Bank of America, N.A., as Collateral Agent lenders (the “Collateral Lenders”), Ares Capital Corporation, as administrative agent and as collateral agent (in such capacities, “Administrative Agent”), and the other parties from time to time party thereto. Capitalized All capitalized terms used herein and but not otherwise defined shall herein have the meanings given such terms to them in the Credit Agreement and the Security Agreement. This opinion certificate is being delivered pursuant to Sections 4.01(e) and 4.02(dSection 6.1(g) of the Credit Agreement. In rendering The Borrower hereby certifies that, as of [____],40 the opinions expressed below, we have examined executed copies sum of the following documents: (a) Credit Agreement; Unrestricted Cash of the Group Members plus (b) Term the difference between the Revolving Loan Security Agreement (Commitment Amount and the “Security Agreement”) Total Utilization of Revolving Loan Commitments meets or exceeds $4,000,000, as reflected on the attached Schedule 1. The computations set forth on the attached Schedule 1 were prepared by the Borrower in good faith. The foregoing certifications, together with the computations set forth on the attached Schedule 1, are made and delivered as of the date first written above. 39 To be delivered within 30 days after the end of each month, beginning with the month ending March 31, 2019 through the month ending January 31, 2022. 40 To be dated as of the date hereof among Parent Holdco, Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdcomonth end date. IN WITNESS WHEREOF, the additional grantors party thereto and the Collateral Agent; (c) Account Control Agreement (the “Account Control Agreement”) dated undersigned has caused this certificate to be duly executed by its duly Authorized Officer as of the date hereof among the Securities Intermediaryfirst set forth above. INVOICE CLOUD, Borrower and the Collateral Agent; (d) Intercreditor Agreement (the “Intercreditor Agreement”) dated as INC. By: Name: Title: The sum, without duplication, of the date hereof among Parent Holdco, Borrower, ILFC, CA Subsidiary Holdco, Irish Subsidiary Holdco and the Collateral Agent; (e) Collateral Supplement (the “Irish Collateral Supplement”) dated as of the date hereof between Irish Subsidiary Holdco and the Collateral Agent; and (f) Collateral Supplement (the “California Collateral Supplement” and together with the Irish Collateral Supplement, the “Collateral Supplements”) dated as of the date hereof between CA Subsidiary Holdco and the Collateral Agent. Each of ILFC, Borrower, Parent Holdco, CA Subsidiary Holdco and Irish Subsidiary Holdco is referred to herein as an “Obligor”. Each of the Credit Agreement, the Security Agreement, the Account Control Agreement, the Intercreditor Agreement and the Collateral Supplements is referred to herein as a “Transaction Document”. Each of the Security Agreement, the Account Control Agreement and the Collateral Supplements is referred to herein as a “Security Document”. We have also examined and relied upon such records and statements and certificates of public officials and representatives and officers of the Obligors and other persons as we have deemed necessary as a basis for the opinions expressed below. As to factual matters relevant to our opinions expressed below, we have, without independent investigation, relied upon the foregoing and the representations and warranties made in or pursuant to the Transaction Documents. We have not reviewed the dockets or other records of any court, arbitrator or governmental or regulatory body or agency or conducted any other investigation or inquiry or otherwise established or verified any factual matter. In such examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as certified or photostatic copies. We have assumed that the Collateral does not include any Aircraft, Engines or Parts (as such terms are defined in the FAA Act), or Aircraft Objects (as defined in the Cape Town Convention), or leases thereof or other interests therein. Except as expressly opined on by us below, we have assumed, without investigation: (i) the due organization, valid existence and, to the extent applicable, good standing of each party to the Transaction Documents; (ii) that each party to the Transaction Documents has requisite power and authority to execute, deliver and perform its obligations under the Transaction Documents to which it is a party; (iii) that each Transaction Document has been duly authorized, executed and delivered by each party thereto; (iv) that each Transaction Document constitutes a valid, binding and enforceable obligation of each party thereto; (v) that the execution, delivery and performance by each party of the Transaction Documents to which it is a party do not contravene such party’s constitutional documents, violate any law, rule or regulation applicable to such party or result in any conflict with or breach of any agreement or instrument to which such party is a party or by which such party is bound; (vi) that each party to the Transaction Documents has obtained or made all consents, approvals, authorizations, filings, registrations, qualifications or recordations with each Governmental Authority required in connection with the execution, delivery and performance of the Transaction Documents; (vii) all applicable filings, registrations, recordations or other actions necessary to perfect as to ownership or security interest (except as set forth herein) including under the Cape Town Convention have been or will be made; (viii) for purposes of the Uniform Commercial Code of the State of New York (the “NYUCC”), Irish Subsidiary Holdco is deemed located in the District of Columbia; and (ix) the accuracy and completeness as of the date hereof of the certificates and other information and statements delivered or made to us by representatives and officers of each Obligor. We have made no investigation or review of any matters relating to the Obligors or any other person or entity other than as expressly described herein. Further, we have made no special investigation of the business operations of the Obligors or any other person or entity for the purpose of identifying laws or regulations to which the Obligors or any other person or entity are subject. With reference particularly to our opinion in paragraph 3 below, we note that our representation of the Obligors is limited to this and similar transactions and that we are not generally familiar with their respective affairs or operations. We have also assumed thatfollowing: (i) all applicable chattel paper (as such term is defined in Article 9 of the NYUCC) constitutes “tangible chattel paper” within the meaning of Section 9-102 of the NYUCC and is located only in the State of New York and is in the possession of the Collateral Agent; (ii) the Collateral subject to the Lien of the Security Documents exists, and each applicable Obligor has rights in the applicable Collateral and has the power to transfer its rights in the applicable Collateral; (iii) the descriptions of the Collateral contained in, or attached as schedules to, the applicable Security Documents sufficiently describe the Collateral intended to be covered by such Security Documents; (iv) the Collateral does not include any “cooperative interest” or “commercial tort claim” (as such terms are defined in Article 9 of the NYUCC); (v) for purposes of Article 9 of the NY UCC, no statute, regulation or treaty of the United States is applicable to any of the Collateral; (vi) the certificates representing the Pledged Equity Interests (used herein to mean the certificates representing the Pledged Stock and the Pledged Beneficial Interests listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) of Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco and each Pledged Equity Party listed in Annex II to each Collateral Supplement is in the possession of the Collateral Agent, together with duly executed in blank instruments of transfer in respect thereof; and (vii) the instruments representing the Pledged Debt (used herein to mean the Pledged Debt instruments listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) are each in the possession of the Collateral Agent, together with duly executed in blank allonges in respect thereof. Based upon the foregoing and subject to the qualifications and limitations set forth below, we are of the opinion that: 1. Each Transaction Document is a valid and binding obligation of each Obligor party thereto, enforceable against such Obligor in accordance with its terms. 2. The execution and delivery by each Obligor of the Transaction Documents to which it is a party does not, and the performance by each Obligor of its obligations thereunder will not, cause such Obligor to violate any Generally Applicable Law (defined below). 3. No consent, approval or authorization of, and no filing, registration, qualification or recordation with, United States federal or State of New York governmental authorities pursuant to any Generally Applicable Law is required in connection with the execution and delivery and consummation of the transactions contemplated thereby by any Obligor of the Transaction Documents to which it is a party, other than (a) those that are specified in the Transaction Documents, (b) filings necessary to create, record, perfect or maintain the security interests created by the Security Agreement, (c) those that have been duly obtained, taken or made and (d) in the case of Collateral constituting securities, as may be required in connection with any disposition of such Collateral.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by email or telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with and governed by with, the laws law of the State of New York. EXHIBIT D-1A April 12To each of the Banks parties to the Credit Agreement referred to below and to JPMorgan Chase Bank, 2012 To the Addressees Listed on Schedule 1 N.A., as Administrative Agent Ladies and Gentlemen: We have acted as New York counsel This opinion is furnished to International Lease Finance Corporation (“ILFC”you pursuant to subsection 4.1(c) and of the other Obligors as defined below in connection with the Term Loan $2,900,000,000 2019 Credit Agreement dated as of February 23, 2015 (the “Credit Agreement”) dated as of among Deere & Company (the date hereof among Delos Aircraft Inc. as Borrower (“BorrowerCompany”), ILFCXxxx Deere Capital Corporation (the “Capital Corporation” and, Hyperion Aircraft Inc. (“Parent Holdco”), Apollo Aircraft Inc. (“CA Subsidiary Holdco”), Artemis (Delos) Limited (“Irish Subsidiary Holdco”)together with the Company, the Lenders party “U.S. Borrowers”) and Xxxx Deere Bank S.A., the Banks parties thereto, Bank of AmericaJPMorgan Chase Bank, N.A., as Administrative Agent Agent, Citibank, N.A. and Deutsche Bank Securities Inc., as Documentation Agents, and Bank of America, N.A., as Collateral Agent (the “Collateral Syndication Agent”). Capitalized terms used herein and not otherwise Terms defined shall have the meanings given such terms in the Credit Agreement are used herein as therein defined. I am General Counsel of the Company and have acted as counsel for the Capital Corporation in this matter. I am familiar with the corporate history and organization of each U.S. Borrower and of its Subsidiaries and the Security Agreement. This opinion is delivered pursuant proceedings relating to Sections 4.01(e) the authorization, execution and 4.02(d) delivery by each U.S. Borrower of the Credit Agreement. In rendering the opinions expressed below, we that connection I have examined executed copies of the following documentsor caused to have examined: (a) 1. The Credit Agreement; (b) Term Loan Security Agreement (the “Security Agreement”) dated as 2. The documents furnished by each of the date hereof among Parent Holdco, Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco, the additional grantors party thereto and the Collateral Agent; (c) Account Control Agreement (the “Account Control Agreement”) dated as of the date hereof among the Securities Intermediary, Borrower and the Collateral Agent; (d) Intercreditor Agreement (the “Intercreditor Agreement”) dated as of the date hereof among Parent Holdco, Borrower, ILFC, CA Subsidiary Holdco, Irish Subsidiary Holdco and the Collateral Agent; (e) Collateral Supplement (the “Irish Collateral Supplement”) dated as of the date hereof between Irish Subsidiary Holdco and the Collateral Agent; and (f) Collateral Supplement (the “California Collateral Supplement” and together with the Irish Collateral Supplement, the “Collateral Supplements”) dated as of the date hereof between CA Subsidiary Holdco and the Collateral Agent. Each of ILFC, Borrower, Parent Holdco, CA Subsidiary Holdco and Irish Subsidiary Holdco is referred U.S. Borrowers pursuant to herein as an “Obligor”. Each Section 4 of the Credit Agreement; 3. The Certificates of Incorporation of the U.S. Borrowers and all amendments thereto (the “Charters”); 4. The bylaws of the U.S. Borrowers and all amendments thereto (the “Bylaws”); and 5. Certificates of the Secretary of State of Delaware, each dated a recent date, attesting to the Security Agreement, continued corporate existence and good standing of the Account Control Agreement, the Intercreditor Agreement Company and the Collateral Supplements is referred Capital Corporation in that State. In addition, I have reviewed or caused to herein as a “Transaction Document”. Each have reviewed such of the Security Agreement, the Account Control Agreement and the Collateral Supplements is referred to herein as a “Security Document”. We have also examined and relied upon such records and statements and certificates of public officials and representatives and officers corporate proceedings of the Obligors U.S. Borrowers, and have examined or caused to have examined such documents, corporate records, and other persons instruments relating to the organization of the U.S. Borrowers and their respective Subsidiaries and such other agreements and instruments to which the U.S. Borrowers and their respective Subsidiaries are parties, as we have deemed I consider necessary as a basis for the opinions expressed belowhereinafter expressed. As to factual matters relevant to our opinions expressed below, we have, without independent investigation, relied upon the foregoing and the representations and warranties made in or pursuant to the Transaction Documents. We have not reviewed the dockets or other records of any court, arbitrator or governmental or regulatory body or agency or conducted any other investigation or inquiry or otherwise established or verified any factual matter. In such examination, we I have assumed the legal capacity due execution and delivery, pursuant to due authorization, of all natural personsthe Credit Agreement by the Banks, the genuineness of all signaturesAdministrative Agent, the Syndication Agent and the Documentation Agents, and the authenticity of all documents submitted to us me as originals and the conformity with to the originals original documents of all documents submitted to us me as certified certified, conformed or photostatic copies. We have assumed that the Collateral does not include any Aircraft, Engines or Parts (as such terms are defined in the FAA Act), or Aircraft Objects (as defined in the Cape Town Convention), or leases thereof or other interests therein. Except as expressly opined on by us below, we have assumed, without investigation: (i) the due organization, valid existence and, to the extent applicable, good standing of each party to the Transaction Documents; (ii) that each party to the Transaction Documents has requisite power and authority to execute, deliver and perform its obligations under the Transaction Documents to which it is a party; (iii) that each Transaction Document has been duly authorized, executed and delivered by each party thereto; (iv) that each Transaction Document constitutes a valid, binding and enforceable obligation of each party thereto; (v) that the execution, delivery and performance by each party of the Transaction Documents to which it is a party do not contravene such party’s constitutional documents, violate any law, rule or regulation applicable to such party or result in any conflict with or breach of any agreement or instrument to which such party is a party or by which such party is bound; (vi) that each party to the Transaction Documents has obtained or made all consents, approvals, authorizations, filings, registrations, qualifications or recordations with each Governmental Authority required in connection with the execution, delivery and performance of the Transaction Documents; (vii) all applicable filings, registrations, recordations or other actions necessary to perfect as to ownership or security interest (except as set forth herein) including under the Cape Town Convention have been or will be made; (viii) for purposes of the Uniform Commercial Code of the State of New York (the “NYUCC”), Irish Subsidiary Holdco is deemed located in the District of Columbia; and (ix) the accuracy and completeness as of the date hereof of the certificates and other information and statements delivered or made to us by representatives and officers of each Obligor. We have made no investigation or review of any matters relating to the Obligors or any other person or entity other than as expressly described herein. Further, we have made no special investigation of the business operations of the Obligors or any other person or entity for the purpose of identifying laws or regulations to which the Obligors or any other person or entity are subject. With reference particularly to our opinion in paragraph 3 below, we note that our representation of the Obligors is limited to this and similar transactions and that we are not generally familiar with their respective affairs or operations. We have also assumed that: (i) all applicable chattel paper (as such term is defined in Article 9 of the NYUCC) constitutes “tangible chattel paper” within the meaning of Section 9-102 of the NYUCC and is located only in the State of New York and is in the possession of the Collateral Agent; (ii) the Collateral subject to the Lien of the Security Documents exists, and each applicable Obligor has rights in the applicable Collateral and has the power to transfer its rights in the applicable Collateral; (iii) the descriptions of the Collateral contained in, or attached as schedules to, the applicable Security Documents sufficiently describe the Collateral intended to be covered by such Security Documents; (iv) the Collateral does not include any “cooperative interest” or “commercial tort claim” (as such terms are defined in Article 9 of the NYUCC); (v) for purposes of Article 9 of the NY UCC, no statute, regulation or treaty of the United States is applicable to any of the Collateral; (vi) the certificates representing the Pledged Equity Interests (used herein to mean the certificates representing the Pledged Stock and the Pledged Beneficial Interests listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) of Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco and each Pledged Equity Party listed in Annex II to each Collateral Supplement is in the possession of the Collateral Agent, together with duly executed in blank instruments of transfer in respect thereof; and (vii) the instruments representing the Pledged Debt (used herein to mean the Pledged Debt instruments listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) are each in the possession of the Collateral Agent, together with duly executed in blank allonges in respect thereof. Based upon the foregoing and subject to the qualifications and limitations set forth below, we are of the opinion that: 1. Each Transaction Document is a valid and binding obligation of each Obligor party thereto, enforceable against such Obligor in accordance with its terms. 2. The execution and delivery by each Obligor of the Transaction Documents to which it is a party does not, and the performance by each Obligor of its obligations thereunder will not, cause such Obligor to violate any Generally Applicable Law (defined below). 3. No consent, approval or authorization of, and no filing, registration, qualification or recordation with, United States federal or State of New York governmental authorities pursuant to any Generally Applicable Law is required in connection with the execution and delivery and consummation of the transactions contemplated thereby by any Obligor of the Transaction Documents to which it is a party, other than (a) those that are specified in the Transaction Documents, (b) filings necessary to create, record, perfect or maintain the security interests created by the Security Agreement, (c) those that have been duly obtained, taken or made and (d) in the case of Collateral constituting securities, as may be required in connection with any disposition of such Collateral.

General Provisions. This Assignment Master Agreement contains provisions under which Cadence or one of its Affiliates will provide financing for the Board secured by certain items of personal property (collectively, the “Equipment” and Assumption each individually, an “Item”) described on each equipment schedule incorporating the terms of this Master Agreement (each, a “Schedule”). Schedules will document a financing or refinancing whereby the Board will be the owner of the Equipment and Cadence or an Executing Affiliate will be granted a security interest in the Equipment as collateral for the Board’s obligations and those transactions may be documented either as “leases intended as security” or as “equipment financing agreements.” Each Schedule shall be binding upon, constitute a separate agreement and inure the terms “Agreement” or “this Agreement” refer to each Schedule and this Master Agreement as incorporated therein. Except to the benefit ofextent otherwise expressly provided herein, the parties hereto term "Cadence" shall mean: (a) Cadence Bank; and their respective successors and assigns(b) the applicable Executing Affiliate with respect to all Schedules executed by such Executing Affiliate. This Assignment and Assumption One or more Schedules incorporating the terms of this Master Agreement may be executed in any number by one or more Affiliates (including subsidiaries) of counterparts, which together Cadence Bank (each such Affiliate executing a Schedule shall constitute one instrument. Delivery of hereinafter be referred to as an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be construed in accordance with and governed by the laws of the State of New York. EXHIBIT D-1A April 12, 2012 To the Addressees Listed on Schedule 1 Ladies and Gentlemen: We have acted as New York counsel to International Lease Finance Corporation (“ILFC”) and the other Obligors as defined below in connection with the Term Loan Credit Agreement (the “Credit Agreement”) dated as of the date hereof among Delos Aircraft Inc. as Borrower (“Borrower”), ILFC, Hyperion Aircraft Inc. (“Parent Holdco”), Apollo Aircraft Inc. (“CA Subsidiary Holdco”), Artemis (Delos) Limited (“Irish Subsidiary Holdco”), the Lenders party thereto, Bank of America, N.A., as Administrative Agent and Bank of America, N.A., as Collateral Agent (the “Collateral AgentExecuting Affiliate”). Capitalized terms used herein and not otherwise defined shall have For the meanings given such terms in purposes of avoiding any doubt as to the Credit Agreement and the Security Agreement. This opinion is delivered pursuant to Sections 4.01(e) and 4.02(d) intention of the Credit Agreement. In rendering the opinions expressed below, we have examined executed copies of the following documents: (a) Credit Agreement; (b) Term Loan Security Agreement (the “Security Agreement”) dated as of the date hereof among Parent Holdco, Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco, the additional grantors party thereto and the Collateral Agent; (c) Account Control Agreement (the “Account Control Agreement”) dated as of the date hereof among the Securities Intermediary, Borrower and the Collateral Agent; (d) Intercreditor Agreement (the “Intercreditor Agreement”) dated as of the date hereof among Parent Holdco, Borrower, ILFC, CA Subsidiary Holdco, Irish Subsidiary Holdco and the Collateral Agent; (e) Collateral Supplement (the “Irish Collateral Supplement”) dated as of the date hereof between Irish Subsidiary Holdco and the Collateral Agent; and (f) Collateral Supplement (the “California Collateral Supplement” and together with the Irish Collateral Supplement, the “Collateral Supplements”) dated as of the date hereof between CA Subsidiary Holdco and the Collateral Agent. Each of ILFC, Borrower, Parent Holdco, CA Subsidiary Holdco and Irish Subsidiary Holdco is referred to herein as an “Obligor”. Each of the Credit Agreement, the Security Agreement, the Account Control Agreement, the Intercreditor Agreement and the Collateral Supplements is referred to herein as a “Transaction Document”. Each of the Security Agreement, the Account Control Agreement and the Collateral Supplements is referred to herein as a “Security Document”. We have also examined and relied upon such records and statements and certificates of public officials and representatives and officers of the Obligors and other persons as we have deemed necessary as a basis for the opinions expressed below. As to factual matters relevant to our opinions expressed below, we have, without independent investigation, relied upon the foregoing and the representations and warranties made in or pursuant to the Transaction Documents. We have not reviewed the dockets or other records of any court, arbitrator or governmental or regulatory body or agency or conducted any other investigation or inquiry or otherwise established or verified any factual matter. In such examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as certified or photostatic copies. We have assumed that the Collateral does not include any Aircraft, Engines or Parts (as such terms are defined in the FAA Act), or Aircraft Objects (as defined in the Cape Town Convention), or leases thereof or other interests therein. Except as expressly opined on by us below, we have assumed, without investigationparties: (i) the due organizationterms of this Master Agreement and any and all addenda, valid existence andamendments or other modifications hereto shall apply to each Schedule executed by such Executing Affiliate as if such Executing Affiliate were a party to this Master Agreement; provided, however, that the express terms of any such Schedule shall supersede any contrary terms in this Master Agreement; and (ii) any reference herein to a “Schedule” or an “Agreement” shall include each Schedule executed by an Executing Affiliate which incorporates this Master Agreement, together with this Master Agreement and any and all addenda, amendments or other modifications thereto, to the extent applicable, good standing of each party to the Transaction Documents; (ii) that each party to the Transaction Documents has requisite power and authority to execute, deliver and perform its obligations under the Transaction Documents to which it is a party; (iii) that each Transaction Document has been duly authorized, executed and delivered by each party thereto; (iv) that each Transaction Document constitutes a valid, binding and enforceable obligation of each party thereto; (v) that the execution, delivery and performance by each party of the Transaction Documents to which it is a party do not contravene such party’s constitutional documents, violate any law, rule or regulation applicable related to such party Schedules executed by such Executing Affiliate. This Master Agreement is not a legal commitment to enter into any Schedule and, after executing a Schedule, Cadence shall have no obligation to finance any Equipment until receipt by Cadence of all documentation requested by Cadence. Each Agreement may be terminated or result in any conflict with or breach of any agreement or instrument to which such party is a party or by which such party is bound; (vi) that each party to the Transaction Documents has obtained or made all consents, approvals, authorizations, filings, registrations, qualifications or recordations with each Governmental Authority required in connection with the execution, delivery prepaid only if and performance of the Transaction Documents; (vii) all applicable filings, registrations, recordations or other actions necessary to perfect as to ownership or security interest (except as set forth herein) including under the Cape Town Convention have been or will be made; (viii) for purposes of the Uniform Commercial Code of the State of New York (the “NYUCC”), Irish Subsidiary Holdco is deemed located in the District of Columbia; and (ix) the accuracy and completeness as of the date hereof of the certificates and other information and statements delivered or made to us by representatives and officers of each Obligor. We have made no investigation or review of any matters relating to the Obligors or any other person or entity other than as expressly described herein. Further, we have made no special investigation of the business operations of the Obligors or any other person or entity for the purpose of identifying laws or regulations to which the Obligors or any other person or entity are subject. With reference particularly to our opinion in paragraph 3 below, we note that our representation of the Obligors is limited to this and similar transactions and that we are not generally familiar with their respective affairs or operations. We have also assumed that: (i) all applicable chattel paper (as such term is defined in Article 9 of the NYUCC) constitutes “tangible chattel paper” within the meaning of Section 9-102 of the NYUCC and is located only in the State of New York and is in the possession of the Collateral Agent; (ii) the Collateral subject to the Lien of the Security Documents exists, and each applicable Obligor has rights in the applicable Collateral and has the power to transfer its rights in the applicable Collateral; (iii) the descriptions of the Collateral contained in, or attached as schedules to, the applicable Security Documents sufficiently describe the Collateral intended to be covered by such Security Documents; (iv) the Collateral does not include any “cooperative interest” or “commercial tort claim” (as such terms are defined in Article 9 of the NYUCC); (v) for purposes of Article 9 of the NY UCC, no statute, regulation or treaty of the United States is applicable to any of the Collateral; (vi) the certificates representing the Pledged Equity Interests (used herein to mean the certificates representing the Pledged Stock and the Pledged Beneficial Interests listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) of Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco and each Pledged Equity Party listed in Annex II to each Collateral Supplement is in the possession of the Collateral Agent, together with duly executed in blank instruments of transfer in respect thereof; and (vii) the instruments representing the Pledged Debt (used herein to mean the Pledged Debt instruments listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) are each in the possession of the Collateral Agent, together with duly executed in blank allonges in respect thereof. Based upon the foregoing and subject to the qualifications and limitations set forth below, we are of the opinion that: 1. Each Transaction Document is a valid and binding obligation of each Obligor party thereto, enforceable against such Obligor in accordance with its termsprovided therein. 2. The execution and delivery by each Obligor of the Transaction Documents to which it is a party does not, and the performance by each Obligor of its obligations thereunder will not, cause such Obligor to violate any Generally Applicable Law (defined below). 3. No consent, approval or authorization of, and no filing, registration, qualification or recordation with, United States federal or State of New York governmental authorities pursuant to any Generally Applicable Law is required in connection with the execution and delivery and consummation of the transactions contemplated thereby by any Obligor of the Transaction Documents to which it is a party, other than (a) those that are specified in the Transaction Documents, (b) filings necessary to create, record, perfect or maintain the security interests created by the Security Agreement, (c) those that have been duly obtained, taken or made and (d) in the case of Collateral constituting securities, as may be required in connection with any disposition of such Collateral.

General Provisions. This Assignment (a) Each party agrees to perform such further acts and Assumption shall be binding upon, and inure execute such further documents as are necessary to effectuate the benefit of, the parties hereto and their respective successors and assignspurposes hereof. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption Agreement shall be construed and enforced in accordance with and governed by the laws of the State of New YorkIowa. EXHIBIT D-1A April 12, 2012 To the Addressees Listed on Schedule 1 Ladies The captions in this Agreement are included for convenience only and Gentlemen: We have acted as New York counsel to International Lease Finance Corporation (“ILFC”) and the other Obligors as defined below in connection with the Term Loan Credit Agreement (the “Credit Agreement”) dated as no way define or delimit any of the date provisions hereof among Delos Aircraft Inc. as Borrower (“Borrower”), ILFC, Hyperion Aircraft Inc. (“Parent Holdco”), Apollo Aircraft Inc. (“CA Subsidiary Holdco”), Artemis (Delos) Limited (“Irish Subsidiary Holdco”), the Lenders party thereto, Bank of America, N.A., as Administrative Agent and Bank of America, N.A., as Collateral Agent (the “Collateral Agent”). Capitalized terms used herein and not or otherwise defined shall have the meanings given such terms in the Credit Agreement and the Security Agreement. This opinion is delivered pursuant to Sections 4.01(e) and 4.02(d) of the Credit Agreement. In rendering the opinions expressed below, we have examined executed copies of the following documents: (a) Credit Agreement;affect their construction or effect. (b) Term Loan Security Any notice under this Agreement (shall be in writing, addressed and delivered or mailed postage pre-paid to the “Security Agreement”) dated other party at such address as such other party may designate for the receipt of such notices. Until further notice to the other party, it is agreed that the address of the date hereof among Parent HoldcoManager for this purpose shall be Principal Financial Group, BorrowerDes Moines, Irish Subsidiary HoldcoIowa 50392-0200, CA Subsidiary Holdcoxxx xxx xddress of the Sub-Advisor shall be Barrow, the additional grantors party thereto and the Collateral Agent;Hanley, Mewhinney & Xxxxxxx, Inc., One McKinnxx Xxxxa, 3232 McKixxxx Xxxnue, 15tx Xxxxx, Dallas, Texas 75204. (c) Account Control Agreement (Xxxxxxx, Delivery and Receipt of Securities. The Manager shall designate one or more custodians to hold the “Account Control Agreement”) dated Managed Assets. The custodians, as so designated, will be responsible for the custody, receipt and delivery of securities and other assets of the date hereof among Series including the Securities IntermediaryManaged Assets, Borrower and the Collateral Agent;Sub-Advisor shall have no authority, responsibility or obligation with respect to the custody, receipt or delivery of securities or other assets of the Series including the Managed Assets. In the event that any cash or securities of a Fund are delivered to the Sub-Advisor, it will promptly deliver the same over to the custodian for the benefit of and in the name of the Series. Unless otherwise required by local custom, all securities transactions for the Managed Assets will be consummated by payment to or delivery by a Fund of cash or securities due to or from the Managed Assets. Repurchase agreements, including tri-party repurchase agreements and other trading agreements, may be entered into by a Fund acting through designated officers or agents; custodians under tri-party repurchase agreements will act as sub-custodians of the Fund. (d) Intercreditor Agreement (The Sub-Advisor will promptly notify the “Intercreditor Agreement”) dated as Manager in writing of the date hereof among Parent Holdco, Borrower, ILFC, CA Subsidiary Holdco, Irish Subsidiary Holdco and occurrence of any of the Collateral Agent;following events: (e1) Collateral Supplement (the “Irish Collateral Supplement”) dated as of the date hereof between Irish Subsidiary Holdco and the Collateral Agent; and (f) Collateral Supplement (the “California Collateral Supplement” and together with the Irish Collateral Supplement, the “Collateral Supplements”) dated as of the date hereof between CA Subsidiary Holdco and the Collateral Agent. Each of ILFC, Borrower, Parent Holdco, CA Subsidiary Holdco and Irish Subsidiary Holdco is referred Sub-Advisor fails to herein be registered as an “Obligor”. Each of investment adviser under the Credit Agreement, Investment Advisers Act or under the Security Agreement, the Account Control Agreement, the Intercreditor Agreement and the Collateral Supplements is referred to herein as a “Transaction Document”. Each of the Security Agreement, the Account Control Agreement and the Collateral Supplements is referred to herein as a “Security Document”. We have also examined and relied upon such records and statements and certificates of public officials and representatives and officers of the Obligors and other persons as we have deemed necessary as a basis for the opinions expressed below. As to factual matters relevant to our opinions expressed below, we have, without independent investigation, relied upon the foregoing and the representations and warranties made in or pursuant to the Transaction Documents. We have not reviewed the dockets or other records laws of any court, arbitrator or governmental or regulatory body or agency or conducted any other investigation or inquiry or otherwise established or verified any factual matter. In such examination, we have assumed jurisdiction in which the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted Sub-Advisor is required to us be registered as originals and the conformity with the originals of all documents submitted an investment advisor in order to us as certified or photostatic copies. We have assumed that the Collateral does not include any Aircraft, Engines or Parts (as such terms are defined in the FAA Act), or Aircraft Objects (as defined in the Cape Town Convention), or leases thereof or other interests therein. Except as expressly opined on by us below, we have assumed, without investigation: (i) the due organization, valid existence and, to the extent applicable, good standing of each party to the Transaction Documents; (ii) that each party to the Transaction Documents has requisite power and authority to execute, deliver and perform its obligations under this Agreement. (2) the Transaction Documents to which it Sub-Advisor is a party; (iii) that each Transaction Document has been duly authorized, executed and delivered by each party thereto; (iv) that each Transaction Document constitutes a valid, binding and enforceable obligation of each party thereto; (v) that the execution, delivery and performance by each party of the Transaction Documents to which it is a party do not contravene such party’s constitutional documents, violate any law, rule served or regulation applicable to such party or result in any conflict with or breach otherwise receives notice of any agreement action, suit, proceeding, inquiry or instrument to which such party is a party investigation, at law or in equity, before or by which such party is bound; (vi) that each party to any court, public board or body, involving the Transaction Documents has obtained or made all consents, approvals, authorizations, filings, registrations, qualifications or recordations with each Governmental Authority required in connection with the execution, delivery and performance affairs of the Transaction Documents; (vii) all applicable filings, registrations, recordations or other actions necessary to perfect as to ownership or security interest (except as set forth herein) including under the Cape Town Convention have been or will be made; (viii) for purposes of the Uniform Commercial Code of the State of New York (the “NYUCC”), Irish Subsidiary Holdco is deemed located in the District of Columbia; and (ix) the accuracy and completeness as of the date hereof of the certificates and other information and statements delivered or made to us by representatives and officers of each Obligor. We have made no investigation or review of any matters relating to the Obligors or any other person or entity other than as expressly described herein. Further, we have made no special investigation of the business operations of the Obligors or any other person or entity for the purpose of identifying laws or regulations to which the Obligors or any other person or entity are subject. With reference particularly to our opinion in paragraph 3 below, we note that our representation of the Obligors is limited to this and similar transactions and that we are not generally familiar with their respective affairs or operations. We have also assumed that: (i) all applicable chattel paper (as such term is defined in Article 9 of the NYUCC) constitutes “tangible chattel paper” within the meaning of Section 9-102 of the NYUCC and is located only in the State of New York and is in the possession of the Collateral Agent; (ii) the Collateral subject to the Lien of the Security Documents exists, and each applicable Obligor has rights in the applicable Collateral and has the power to transfer its rights in the applicable Collateral; (iii) the descriptions of the Collateral contained in, or attached as schedules to, the applicable Security Documents sufficiently describe the Collateral intended to be covered by such Security Documents; (iv) the Collateral does not include any “cooperative interest” or “commercial tort claim” (as such terms are defined in Article 9 of the NYUCC); (v) for purposes of Article 9 of the NY UCC, no statute, regulation or treaty of the United States is applicable to any of the Collateral; (vi) the certificates representing the Pledged Equity Interests (used herein to mean the certificates representing the Pledged Stock and the Pledged Beneficial Interests listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) of Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco and each Pledged Equity Party listed in Annex II to each Collateral Supplement is in the possession of the Collateral Agent, together with duly executed in blank instruments of transfer in respect thereof; and (vii) the instruments representing the Pledged Debt (used herein to mean the Pledged Debt instruments listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) are each in the possession of the Collateral Agent, together with duly executed in blank allonges in respect thereof. Based upon the foregoing and subject to the qualifications and limitations set forth below, we are of the opinion that: 1. Each Transaction Document is a valid and binding obligation of each Obligor party thereto, enforceable against such Obligor in accordance with its termsSeries. 2. The execution and delivery by each Obligor of the Transaction Documents to which it is a party does not, and the performance by each Obligor of its obligations thereunder will not, cause such Obligor to violate any Generally Applicable Law (defined below). 3. No consent, approval or authorization of, and no filing, registration, qualification or recordation with, United States federal or State of New York governmental authorities pursuant to any Generally Applicable Law is required in connection with the execution and delivery and consummation of the transactions contemplated thereby by any Obligor of the Transaction Documents to which it is a party, other than (a) those that are specified in the Transaction Documents, (b) filings necessary to create, record, perfect or maintain the security interests created by the Security Agreement, (c) those that have been duly obtained, taken or made and (d) in the case of Collateral constituting securities, as may be required in connection with any disposition of such Collateral.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy facsimile or by email as a “.pdf’ or “.tiff’ attachment shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be construed in accordance with and governed by the laws of the State of New York. EXHIBIT D-1A April 12The Administrative Agent, 2012 To acting as a non-fiduciary agent of the Addressees Listed on Schedule 1 US Borrower, shall record this Assignment and Assumption in the Register as of the Effective Date. Bank of America, N.A. Four Penn Center 1000 XXX Xxxx. Xxxxxxxxxxxx, XX 00000 Attn: Cxxxxxx Xxxxx Facsimile: 200-000-0000 Email: Cxxxxxx.xxxxxxxxx@xxxx.xxx [●] [●], 20[●]10 Ladies and Gentlemen: We have acted Reference is hereby made to that certain ABL Credit Agreement, dated as New York counsel of August 4, 2017 (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to International Lease Finance Corporation (“ILFC”) time and in effect on the other Obligors as defined below in connection with the Term Loan Credit Agreement (date hereof, the “Credit Agreement”) dated ), by and among Hayward Industries, Inc., a New Jersey corporation (as survivor of the date hereof among Delos Aircraft Inc. Merger (as Borrower defined in the Credit Agreement) with Hayward Acquisition Corp., a New Jersey corporation) (the “US Borrower”), ILFCHayward Pool Products Canada, Hyperion Aircraft Inc. / Produits De Piscines Hayward Canada, Inc., a Canadian federal corporation (the “Parent HoldcoCanadian Borrower”), Apollo Aircraft Inc. Hayward Intermediate, Inc., a Delaware corporation (“CA Subsidiary Holdco”), Artemis (Delos) Limited (“Irish Subsidiary HoldcoHoldings”), the Lenders from time to time party theretothereto including, Bank of America, N.A., N.A. in its capacities as Administrative Agent administrative agent and Bank of America, N.A., as Collateral Agent collateral agent (the “Collateral Administrative Agent”). Capitalized The undersigned hereby gives you notice pursuant to Section 2.03 of the Credit Agreement that it requests the Borrowings under the Credit Agreement to be made on [●] [●], 20[●], and in that connection sets forth below the terms used herein on which the Borrowings are requested to be made: (A) Borrower [●] 10 For Borrowings after the Closing Date, must be in writing, which must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tiff”)) not later than (i) 2:00 p.m. three (3) Business Days prior to the requested day of any Borrowing of LIBO Rate Revolving Loans or CDOR Revolving Loans (or two Business Days in the case of any Borrowing of LIBO Rate Revolving Loans denominated in Dollars to be made on the Closing Date), (ii) four (4) Business days prior to the requested day of any Borrowing of LIBO Rate Revolving Loans denominated in a currency other than Dollars (or one Business Day in the case of any Borrowing of LIBO Rate Revolving Loans denominated in a currency other than Dollars to be made on the Closing Date) or (iii) by 12:00 p.m. (Noon) on the requested date of any Borrowing of ABR Revolving Loans, Canadian Base Rate Revolving Loans or Canadian Prime Rate Revolving Loans (other than Swingline Loans) (or, in each case, such later time as shall be acceptable to the Administrative Agent); provided, however, that if the applicable Borrower wishes to request LIBO Rate Revolving Loans or CDOR Revolving Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the applicable Borrower (or the Lead Borrower on its behalf) must be received by the Administrative Agent not later than 2:00 p.m. four (4) Business Days prior to the requested date of such Borrowing (or such later time as shall be reasonably acceptable to the Administrative Agent), whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to them and (B) not otherwise defined later than 12:00 p.m. (Noon) three (3) Business Days before the requested date of such Borrowing, the Administrative Agent shall have notify the meanings given such terms applicable Borrower whether or not the requested Interest Period has been consented to by all the appropriate Lenders. (B) Date of Borrowing (which shall be a Business Day) [●] (C) Aggregate Amount of Borrowing11 $[●] (D) Currency of Borrowing [●] (E) Type of Borrowing12 [●] (F) Class of Borrowing [●] (G) Interest Period13 (in the case [●] of a LIBO Rate Borrowing or CDOR Borrowing) (H) Amount, Account Number and Location Amount $[●] Bank: [●] ABA No.: [●] Account No.: [●] Account Name: [●] [The undersigned hereby certifies that the following statements are true on the date hereof, and will be true on the date of the Requested Borrowing: (A) The representations and warranties of the Loan Parties set forth in the Credit Agreement and the Security Agreement. This opinion other Loan Documents are true and correct in all material respects on and as of the date of the Borrowing with the same effect as though such representations and warranties had been made on and as of the date of such Borrowing; provided that (A) to the extent that any representation and warranty specifically refers to a given date or period, it is delivered pursuant true and correct in all material respects as of such date or for such period and (B) if any such representation is qualified by or subject to Sections 4.01(ea Material Adverse Effect or other “materiality” qualification, such representation is true and correct (after giving effect to any qualification therein) in all respects on such date. (B) At the time of and 4.02(dimmediately after giving effect to the Borrowing, no Default or Event of Default exists.]14 11 Subject to Section 2.02(c) of the Credit Agreement. In rendering the opinions expressed below12 State whether a LIBO Rate Borrowing, we have examined executed copies of the following documents: (a) Credit Agreement; (b) Term Loan Security Agreement (the “Security Agreement”) dated as of the date hereof among Parent HoldcoABR Borrowing CDOR Borrowing or Canadian Prime Rate Borrowing. If, Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco, the additional grantors party thereto and the Collateral Agent; (c) Account Control Agreement (the “Account Control Agreement”) dated as of the date hereof among the Securities Intermediary, Borrower and the Collateral Agent; (d) Intercreditor Agreement (the “Intercreditor Agreement”) dated as of the date hereof among Parent Holdco, Borrower, ILFC, CA Subsidiary Holdco, Irish Subsidiary Holdco and the Collateral Agent; (e) Collateral Supplement (the “Irish Collateral Supplement”) dated as of the date hereof between Irish Subsidiary Holdco and the Collateral Agent; and (f) Collateral Supplement (the “California Collateral Supplement” and together with the Irish Collateral Supplement, the “Collateral Supplements”) dated as of the date hereof between CA Subsidiary Holdco and the Collateral Agent. Each of ILFC, Borrower, Parent Holdco, CA Subsidiary Holdco and Irish Subsidiary Holdco is referred respect to herein as an “Obligor”. Each of the Credit Agreement, the Security Agreement, the Account Control Agreement, the Intercreditor Agreement and the Collateral Supplements is referred to herein as a “Transaction Document”. Each of the Security Agreement, the Account Control Agreement and the Collateral Supplements is referred to herein as a “Security Document”. We have also examined and relied upon such records and statements and certificates of public officials and representatives and officers of the Obligors and other persons as we have deemed necessary as a basis for the opinions expressed below. As to factual matters relevant to our opinions expressed below, we have, without independent investigation, relied upon the foregoing and the representations and warranties made Revolving Loans denominated in or pursuant to the Transaction Documents. We have not reviewed the dockets or other records of any court, arbitrator or governmental or regulatory body or agency or conducted any other investigation or inquiry or otherwise established or verified any factual matter. In such examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as certified or photostatic copies. We have assumed that the Collateral does not include any Aircraft, Engines or Parts (as such terms are defined in the FAA Act), or Aircraft Objects (as defined in the Cape Town Convention), or leases thereof or other interests therein. Except as expressly opined on by us below, we have assumed, without investigation: (i) the due organization, valid existence and, to the extent applicable, good standing of each party to the Transaction Documents; (ii) that each party to the Transaction Documents has requisite power and authority to execute, deliver and perform its obligations under the Transaction Documents to which it is a party; (iii) that each Transaction Document has been duly authorized, executed and delivered by each party thereto; (iv) that each Transaction Document constitutes a valid, binding and enforceable obligation of each party thereto; (v) that the execution, delivery and performance by each party of the Transaction Documents to which it is a party do not contravene such party’s constitutional documents, violate any law, rule or regulation applicable to such party or result in any conflict with or breach of any agreement or instrument to which such party is a party or by which such party is bound; (vi) that each party to the Transaction Documents has obtained or made all consents, approvals, authorizations, filings, registrations, qualifications or recordations with each Governmental Authority required in connection with the execution, delivery and performance of the Transaction Documents; (vii) all applicable filings, registrations, recordations or other actions necessary to perfect as to ownership or security interest (except as set forth herein) including under the Cape Town Convention have been or will be made; (viii) for purposes of the Uniform Commercial Code of the State of New York (the “NYUCC”), Irish Subsidiary Holdco is deemed located in the District of Columbia; and (ix) the accuracy and completeness as of the date hereof of the certificates and other information and statements delivered or made to us by representatives and officers of each Obligor. We have made no investigation or review of any matters relating to the Obligors or any other person or entity other than as expressly described herein. Further, we have made no special investigation of the business operations of the Obligors or any other person or entity for the purpose of identifying laws or regulations to which the Obligors or any other person or entity are subject. With reference particularly to our opinion in paragraph 3 below, we note that our representation of the Obligors is limited to this and similar transactions and that we are not generally familiar with their respective affairs or operations. We have also assumed that: (i) all applicable chattel paper (as such term is defined in Article 9 of the NYUCC) constitutes “tangible chattel paper” within the meaning of Section 9-102 of the NYUCC and is located only in the State of New York and is in the possession of the Collateral Agent; (ii) the Collateral subject to the Lien of the Security Documents exists, and each applicable Obligor has rights in the applicable Collateral and has the power to transfer its rights in the applicable Collateral; (iii) the descriptions of the Collateral contained in, or attached as schedules to, the applicable Security Documents sufficiently describe the Collateral intended to be covered by such Security Documents; (iv) the Collateral does not include any “cooperative interest” or “commercial tort claim” (as such terms are defined in Article 9 of the NYUCC); (v) for purposes of Article 9 of the NY UCCCanadian Dollars, no statuteType of Borrowing is specified, regulation or treaty then the requested Borrowing shall be a Canadian Prime Rate Borrowing. If, with respect to Revolving Loans denominated in Dollars, no Type of Borrowing is specified, then the United States is applicable to any of the Collateral; (vi) the certificates representing the Pledged Equity Interests (used herein to mean the certificates representing the Pledged Stock and the Pledged Beneficial Interests listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) of Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco and each Pledged Equity Party listed in Annex II to each Collateral Supplement is in the possession of the Collateral Agent, together with duly executed in blank instruments of transfer in respect thereof; and (vii) the instruments representing the Pledged Debt (used herein to mean the Pledged Debt instruments listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) are each in the possession of the Collateral Agent, together with duly executed in blank allonges in respect thereof. Based upon the foregoing and subject to the qualifications and limitations set forth below, we are of the opinion that: 1. Each Transaction Document is a valid and binding obligation of each Obligor party thereto, enforceable against such Obligor in accordance with its termsrequested Borrowing shall be an ABR Borrowing. 2. The execution and delivery by each Obligor of the Transaction Documents to which it is a party does not, and the performance by each Obligor of its obligations thereunder will not, cause such Obligor to violate any Generally Applicable Law (defined below). 3. No consent, approval or authorization of, and no filing, registration, qualification or recordation with, United States federal or State of New York governmental authorities pursuant to any Generally Applicable Law is required in connection with the execution and delivery and consummation of the transactions contemplated thereby by any Obligor of the Transaction Documents to which it is a party, other than (a) those that are specified in the Transaction Documents, (b) filings necessary to create, record, perfect or maintain the security interests created by the Security Agreement, (c) those that have been duly obtained, taken or made and (d) in the case of Collateral constituting securities, as may be required in connection with any disposition of such Collateral.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be construed in accordance with and governed by the laws of the State of New York. EXHIBIT D-1A April 12JPMorgan Chase Bank, 2012 To N.A. as Administrative Agent for the Addressees Listed on Schedule 1 Lenders referred to below 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attn: Tel: Fax: Email: Ladies and Gentlemen: We have acted as New York counsel Reference is hereby made to International Lease Finance Corporation (“ILFC”) and the other Obligors as defined below in connection with the that certain Term Loan Credit Agreement Agreement, dated as of August 9, 2019 (as amended, restated, amended and restated, supplemented or otherwise modified and in effect on the date hereof, the “Credit Agreement”) dated as of the date hereof among Delos Aircraft Inc. as Borrower (“Borrower”), ILFCby and among, Hyperion Aircraft Inc. (“Parent Holdco”)inter alios, Apollo Aircraft Inc. (“CA Subsidiary Holdco”)Xxxxxx Mortgage Trust, Artemis (Delos) Limited (“Irish Subsidiary Holdco”)Inc., a Maryland corporation, the Lenders from time to time party thereto, Bank of Americathereto and JPMorgan Chase Bank, N.A., in its capacities as Administrative Agent administrative agent and Bank of America, N.A., as Collateral Agent (the “Collateral Agent”)collateral agent. Capitalized terms used herein and not otherwise Terms defined shall have the meanings given such terms in the Credit Agreement and are used herein with the Security Agreementsame meanings unless otherwise defined herein. This opinion is delivered The undersigned hereby gives you notice pursuant to Sections 4.01(e) and 4.02(d) Section 2.03 of the Credit Agreement. In rendering Agreement that it requests Borrowings under the opinions expressed belowCredit Agreement to be made on [●] [●], we have examined executed copies of 20[●], and in that connection sets forth below the following documentsterms on which such Borrowings are requested to be made: (aA) Credit Agreement; Borrower Xxxxxx Mortgage Trust, Inc. 10 The Administrative Agent must be notified in writing. Such notice must be received by the Administrative Agent (b) Term Loan Security Agreement (the “Security Agreement”) dated as of the date hereof among Parent Holdcoby hand delivery, Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco, the additional grantors party thereto and the Collateral Agent; (c) Account Control Agreement (the “Account Control Agreement”) dated as of the date hereof among the Securities Intermediary, Borrower and the Collateral Agent; (d) Intercreditor Agreement (the “Intercreditor Agreement”) dated as of the date hereof among Parent Holdco, Borrower, ILFC, CA Subsidiary Holdco, Irish Subsidiary Holdco and the Collateral Agent; (e) Collateral Supplement (the “Irish Collateral Supplement”) dated as of the date hereof between Irish Subsidiary Holdco and the Collateral Agent; and (f) Collateral Supplement (the “California Collateral Supplement” and together with the Irish Collateral Supplement, the “Collateral Supplements”) dated as of the date hereof between CA Subsidiary Holdco and the Collateral Agent. Each of ILFC, Borrower, Parent Holdco, CA Subsidiary Holdco and Irish Subsidiary Holdco is referred to herein as an “Obligor”. Each of the Credit Agreement, the Security Agreement, the Account Control Agreement, the Intercreditor Agreement and the Collateral Supplements is referred to herein as a “Transaction Document”. Each of the Security Agreement, the Account Control Agreement and the Collateral Supplements is referred to herein as a “Security Document”. We have also examined and relied upon such records and statements and certificates of public officials and representatives and officers of the Obligors and other persons as we have deemed necessary as a basis for the opinions expressed below. As to factual matters relevant to our opinions expressed below, we have, without independent investigation, relied upon the foregoing and the representations and warranties made in or pursuant to the Transaction Documents. We have not reviewed the dockets fax or other records of any court, arbitrator electronic transmission (including “.pdf” or governmental or regulatory body or agency or conducted any other investigation or inquiry or otherwise established or verified any factual matter. In such examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as certified or photostatic copies. We have assumed that the Collateral does “.tif”)) not include any Aircraft, Engines or Parts (as such terms are defined in the FAA Act), or Aircraft Objects (as defined in the Cape Town Convention), or leases thereof or other interests therein. Except as expressly opined on by us below, we have assumed, without investigation: later than (i) the due organization, valid existence and, 1:00 p.m. three Business Days prior to the extent applicable, good standing of each party to the Transaction Documents; (ii) that each party to the Transaction Documents has requisite power and authority to execute, deliver and perform its obligations under the Transaction Documents to which it is a party; (iii) that each Transaction Document has been duly authorized, executed and delivered by each party thereto; (iv) that each Transaction Document constitutes a valid, binding and enforceable obligation of each party thereto; (v) that the execution, delivery and performance by each party of the Transaction Documents to which it is a party do not contravene such party’s constitutional documents, violate any law, rule or regulation applicable to such party or result in any conflict with or breach requested day of any agreement Borrowing, conversion or instrument to which such party is a party continuation of LIBO Rate Loans (or by which such party is bound; (vi) that each party to the Transaction Documents has obtained or made all consents, approvals, authorizations, filings, registrations, qualifications or recordations with each Governmental Authority required in connection with the execution, delivery and performance of the Transaction Documents; (vii) all applicable filings, registrations, recordations or other actions necessary to perfect as to ownership or security interest (except as set forth herein) including under the Cape Town Convention have been or will be made; (viii) for purposes of the Uniform Commercial Code of the State of New York (the “NYUCC”), Irish Subsidiary Holdco is deemed located in the District of Columbia; and (ix) the accuracy and completeness as of the date hereof of the certificates and other information and statements delivered or made to us by representatives and officers of each Obligor. We have made no investigation or review of any matters relating to the Obligors or any other person or entity other than as expressly described herein. Further, we have made no special investigation of the business operations of the Obligors or any other person or entity for the purpose of identifying laws or regulations to which the Obligors or any other person or entity are subject. With reference particularly to our opinion in paragraph 3 below, we note that our representation of the Obligors is limited to this and similar transactions and that we are not generally familiar with their respective affairs or operations. We have also assumed that: (i) all applicable chattel paper (as such term is defined in Article 9 of the NYUCC) constitutes “tangible chattel paper” within the meaning of Section 9-102 of the NYUCC and is located only in the State of New York and is in the possession of the Collateral Agent; (ii) the Collateral subject to the Lien of the Security Documents exists, and each applicable Obligor has rights in the applicable Collateral and has the power to transfer its rights in the applicable Collateral; (iii) the descriptions of the Collateral contained in, or attached as schedules to, the applicable Security Documents sufficiently describe the Collateral intended to be covered by such Security Documents; (iv) the Collateral does not include any “cooperative interest” or “commercial tort claim” (as such terms are defined in Article 9 of the NYUCC); (v) for purposes of Article 9 of the NY UCC, no statute, regulation or treaty of the United States is applicable to any of the Collateral; (vi) the certificates representing the Pledged Equity Interests (used herein to mean the certificates representing the Pledged Stock and the Pledged Beneficial Interests listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) of Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco and each Pledged Equity Party listed in Annex II to each Collateral Supplement is in the possession of the Collateral Agent, together with duly executed in blank instruments of transfer in respect thereof; and (vii) the instruments representing the Pledged Debt (used herein to mean the Pledged Debt instruments listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) are each in the possession of the Collateral Agent, together with duly executed in blank allonges in respect thereof. Based upon the foregoing and subject to the qualifications and limitations set forth below, we are of the opinion that: 1. Each Transaction Document is a valid and binding obligation of each Obligor party thereto, enforceable against such Obligor in accordance with its terms. 2. The execution and delivery by each Obligor of the Transaction Documents to which it is a party does not, and the performance by each Obligor of its obligations thereunder will not, cause such Obligor to violate any Generally Applicable Law (defined below). 3. No consent, approval or authorization of, and no filing, registration, qualification or recordation with, United States federal or State of New York governmental authorities pursuant to any Generally Applicable Law is required in connection with the execution and delivery and consummation of the transactions contemplated thereby by any Obligor of the Transaction Documents to which it is a party, other than (a) those that are specified in the Transaction Documents, (b) filings necessary to create, record, perfect or maintain the security interests created by the Security Agreement, (c) those that have been duly obtained, taken or made and (d) one Business Day in the case of Collateral constituting securitiesany Borrowing of LIBO Rate Loans to be made on the Closing Date) and (ii) 1:00 p.m. on the requested date of any Borrowing of ABR Loans (or, in each case, such later time as may is reasonably acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be required in connection with any disposition received by the Administrative Agent not later than 1:00 p.m. four Business Days prior to the requested date of the relevant Borrowing (or such later time as is reasonably acceptable to the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such Collateralrequest and determine whether the requested Interest Period is available to them and (B) not later than 12:00 noon three Business Days before the requested date of the relevant Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period is available to the appropriate Lenders. (B) Date of Borrowing (which shall be a Business Day) [●] [●], 20[●] (C) Aggregate Amount of Borrowing11 $[●] (D) Type of Borrowing12 [●] (E) Class of Borrowing [●] (F) Interest Period13 (in the case of a LIBO Rate Borrowing) [●] (G) Amount, Account Number and Location Amount $ [●] Bank: [●] ABA No.: [●] Account No.: [●] Account Name: [●] 11 Subject to Section 2.02(c) of Credit Agreement. 12 State whether a LIBO Rate Borrowing or ABR Borrowing. If no Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing.

General Provisions. This Assignment and Assumption shall be binding upon12.1 The Settling Parties, Class Counsel, and inure Defense Counsel agree to keep confidential all positions, assertions, and offers made during settlement negotiations relating to the benefit ofClass Action and the Settlement Agreement, except that they may discuss the negotiations with the Class Members, the parties hereto Independent Fiduciary, the Settling Parties’ tax and accounting advisors, and for purposes of recovery of insurance, provided in each case that they secure written agreements with such persons or entities that such information shall not be further disclosed. 12.2 The Settling Parties, Class Counsel, and Defense Counsel agree to keep confidential the terms of the Settlement Agreement until the filing of the motion for preliminary approval of the Settlement Agreement, as discussed in Paragraph 3.2. This provision shall not be construed to prohibit Class Counsel or Defense Counsel from discussing the terms of the Settlement Agreement with the Settlement Administrator or Independent Fiduciary (or a potential independent fiduciary) prior to the date on which the motion for preliminary approval is filed. 12.3 Class Counsel shall establish a Settlement Website on which it will post the following documents or links to the following documents on or following the date of the Preliminary Order: Complaint, Settlement Agreement and its Exhibits, Settlement Notice, Former Participants Claim Form, Class Representatives’ Motion for Attorneys’ Fees and Costs and Award of Compensation to Class Representatives, any Court orders related to the Settlement, any amendments or revisions to these documents, and any other documents or information mutually agreed upon by the Settling Parties (“Settlement Website Information”). No other information or documents will be posted on the Settlement Website unless agreed to by the Settling Parties in writing. Class Counsel will take down the Settlement Website no later than one year after the Settlement Effective Date or thirty (30) calendar days after the receipt of the affidavit(s) referenced in Paragraph 6.9, whichever is earlier. 12.4 The undersigned counsel, on behalf of themselves and the Settling Parties, agree to cooperate fully with each other in seeking Court approvals of the Preliminary Order and the Final Order, and to do all things as may reasonably be required to effectuate preliminary and final approval and the implementation of this Settlement Agreement according to its terms. The Settling Parties agree to provide each other with copies of any filings necessary to effectuate this Settlement at least five (5) business days in advance of filing. 12.5 This Settlement Agreement, whether or not consummated, and any negotiations or proceedings hereunder are not, and shall not be construed as, deemed to be, or offered or received as evidence of an admission by or on the part of Defendant of any wrongdoing, fault, or liability whatsoever of Defendant, or give rise to any inference of any wrongdoing, fault, or liability or admission of any wrongdoing, fault, or liability in the Class Action or any other proceeding, and Defendant expressly denies and disclaims any such wrongdoing, fault, or liability, and deny each and every claim asserted in the Class Action. This Settlement Agreement, whether or not 12.6 Neither the Settling Parties, Class Counsel, nor Defense Counsel shall have any responsibility for or liability whatsoever with respect to (i) any act, omission, or determination of the Settlement Administrator, or any of their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterpartsdesignees or agents, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be construed in accordance with and governed by the laws of the State of New York. EXHIBIT D-1A April 12, 2012 To the Addressees Listed on Schedule 1 Ladies and Gentlemen: We have acted as New York counsel to International Lease Finance Corporation (“ILFC”) and the other Obligors as defined below in connection with the Term Loan Credit Agreement (the “Credit Agreement”) dated as administration of the date hereof among Delos Aircraft Inc. as Borrower (“Borrower”), ILFC, Hyperion Aircraft Inc. (“Parent Holdco”), Apollo Aircraft Inc. (“CA Subsidiary Holdco”), Artemis (Delos) Limited (“Irish Subsidiary Holdco”), the Lenders party thereto, Bank of America, N.A., as Administrative Agent and Bank of America, N.A., as Collateral Agent (the “Collateral Agent”). Capitalized terms used herein and not otherwise defined shall have the meanings given such terms in the Credit Agreement and the Security Agreement. This opinion is delivered pursuant to Sections 4.01(e) and 4.02(d) of the Credit Agreement. In rendering the opinions expressed below, we have examined executed copies of the following documents: (a) Credit Agreement; (b) Term Loan Security Agreement (the “Security Agreement”) dated as of the date hereof among Parent Holdco, Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco, the additional grantors party thereto and the Collateral Agent; (c) Account Control Agreement (the “Account Control Agreement”) dated as of the date hereof among the Securities Intermediary, Borrower and the Collateral Agent; (d) Intercreditor Agreement (the “Intercreditor Agreement”) dated as of the date hereof among Parent Holdco, Borrower, ILFC, CA Subsidiary Holdco, Irish Subsidiary Holdco and the Collateral Agent; (e) Collateral Supplement (the “Irish Collateral Supplement”) dated as of the date hereof between Irish Subsidiary Holdco and the Collateral Agent; and (f) Collateral Supplement (the “California Collateral Supplement” and together with the Irish Collateral Supplement, the “Collateral Supplements”) dated as of the date hereof between CA Subsidiary Holdco and the Collateral Agent. Each of ILFC, Borrower, Parent Holdco, CA Subsidiary Holdco and Irish Subsidiary Holdco is referred to herein as an “Obligor”. Each of the Credit Agreement, the Security Agreement, the Account Control Agreement, the Intercreditor Agreement and the Collateral Supplements is referred to herein as a “Transaction Document”. Each of the Security Agreement, the Account Control Agreement and the Collateral Supplements is referred to herein as a “Security Document”. We have also examined and relied upon such records and statements and certificates of public officials and representatives and officers of the Obligors and other persons as we have deemed necessary as a basis for the opinions expressed below. As to factual matters relevant to our opinions expressed below, we have, without independent investigation, relied upon the foregoing and the representations and warranties made in Gross Settlement Amount or pursuant to the Transaction Documents. We have not reviewed the dockets or other records of any court, arbitrator or governmental or regulatory body or agency or conducted any other investigation or inquiry or otherwise established or verified any factual matter. In such examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as certified or photostatic copies. We have assumed that the Collateral does not include any Aircraft, Engines or Parts (as such terms are defined in the FAA Act), or Aircraft Objects (as defined in the Cape Town Convention), or leases thereof or other interests therein. Except as expressly opined on by us below, we have assumed, without investigation: (i) the due organization, valid existence and, to the extent applicable, good standing of each party to the Transaction Documentsotherwise; (ii) that each party to the Transaction Documents has requisite power and authority to execute, deliver and perform its obligations under determination of the Transaction Documents to which it is a partyIndependent Fiduciary; (iii) that each Transaction Document has been duly authorizedthe management, executed and delivered by each party theretoinvestment, or distribution of the Qualified Settlement Fund; (iv) that each Transaction Document constitutes a valid, binding and enforceable obligation the Plan of each party theretoAllocation as approved by the Court; (v) that the executiondetermination, delivery and performance by each party of the Transaction Documents to which it is a party do not contravene such party’s constitutional documentsadministration, violate any lawcalculation, rule or regulation applicable to such party or result in any conflict with or breach payment of any agreement or instrument to which such party is a party or by which such party is bound; (vi) that each party to claims asserted against the Transaction Documents has obtained or made all consents, approvals, authorizations, filings, registrations, qualifications or recordations with each Governmental Authority required in connection with the execution, delivery and performance of the Transaction Documents; (vii) all applicable filings, registrations, recordations or other actions necessary to perfect as to ownership or security interest (except as set forth herein) including under the Cape Town Convention have been or will be made; (viii) for purposes of the Uniform Commercial Code of the State of New York (the “NYUCC”), Irish Subsidiary Holdco is deemed located in the District of Columbia; and (ix) the accuracy and completeness as of the date hereof of the certificates and other information and statements delivered or made to us by representatives and officers of each Obligor. We have made no investigation or review of any matters relating to the Obligors or any other person or entity other than as expressly described herein. Further, we have made no special investigation of the business operations of the Obligors or any other person or entity for the purpose of identifying laws or regulations to which the Obligors or any other person or entity are subject. With reference particularly to our opinion in paragraph 3 below, we note that our representation of the Obligors is limited to this and similar transactions and that we are not generally familiar with their respective affairs or operations. We have also assumed that: (i) all applicable chattel paper (as such term is defined in Article 9 of the NYUCC) constitutes “tangible chattel paper” within the meaning of Section 9-102 of the NYUCC and is located only in the State of New York and is in the possession of the Collateral AgentQualified Settlement Fund; (ii) the Collateral subject to the Lien of the Security Documents exists, and each applicable Obligor has rights in the applicable Collateral and has the power to transfer its rights in the applicable Collateral; (iii) the descriptions of the Collateral contained in, or attached as schedules to, the applicable Security Documents sufficiently describe the Collateral intended to be covered by such Security Documents; (iv) the Collateral does not include any “cooperative interest” or “commercial tort claim” (as such terms are defined in Article 9 of the NYUCC); (v) for purposes of Article 9 of the NY UCC, no statute, regulation or treaty of the United States is applicable to any of the Collateral; (vi) the certificates representing the Pledged Equity Interests (used herein to mean the certificates representing the Pledged Stock and the Pledged Beneficial Interests listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) of Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco and each Pledged Equity Party listed in Annex II to each Collateral Supplement is in the possession of the Collateral Agent, together with duly executed in blank instruments of transfer in respect thereof; and (vii) the instruments representing the Pledged Debt (used herein to mean the Pledged Debt instruments listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) are each in the possession of the Collateral Agent, together with duly executed in blank allonges in respect thereof. Based upon the foregoing and subject to the qualifications and limitations set forth below, we are of the opinion that: 1. Each Transaction Document is a valid and binding obligation of each Obligor party thereto, enforceable against such Obligor in accordance with its terms. 2. The execution and delivery by each Obligor of the Transaction Documents to which it is a party does not, and the performance by each Obligor of its obligations thereunder will not, cause such Obligor to violate any Generally Applicable Law (defined below). 3. No consent, approval or authorization of, and no filing, registration, qualification or recordation with, United States federal or State of New York governmental authorities pursuant to any Generally Applicable Law is required in connection with the execution and delivery and consummation of the transactions contemplated thereby by any Obligor of the Transaction Documents to which it is a party, other than (a) those that are specified in the Transaction Documents, (b) filings necessary to create, record, perfect or maintain the security interests created by the Security Agreement, (c) those that have been duly obtained, taken or made and (d) in the case of Collateral constituting securities, as may be required in connection with any disposition of such Collateral.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature (as defined in the Credit Agreement) or delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy any Electronic System (as defined in the Credit Agreement) shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with and governed by with, the laws law of the State of New York. EXHIBIT D-1A April 12, 2012 To the Addressees Listed on Schedule 1 Ladies and Gentlemen: We have acted as New York counsel to International Lease Finance Corporation (“ILFC”) and the other Obligors as defined below in connection with the Term Loan Credit Agreement (the “Credit Agreement”) dated as of the date hereof among Delos Aircraft Inc. as Borrower (“Borrower”), ILFC, Hyperion Aircraft Inc. (“Parent Holdco”), Apollo Aircraft Inc. (“CA Subsidiary Holdco”), Artemis (Delos) Limited (“Irish Subsidiary Holdco”), the Lenders party thereto, Bank of AmericaJPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders referred to below 00 Xxxxx Xxxxxxxx Xxxxxxx, Xxxxxxxx 00000 Attention: Facsimile: Re: PAPA JOHN’S INTERNATIONAL, INC. [Date]5 Ladies and Bank Gentlemen: Reference is hereby made to the Credit Agreement dated as of AmericaAugust 30, 2017 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Papa John’s International, Inc. (the “Borrower”), the other Loan Parties from time to time party thereto, the Lenders from time to time party thereto JPMorgan Chase Bank, N.A., as Collateral Agent administrative agent (in such capacity, the “Collateral Administrative Agent”). Capitalized terms used but not defined herein and not otherwise defined shall have the meanings given assigned to such terms in the Credit Agreement and the Security Agreement. This opinion is delivered pursuant to Sections 4.01(e) and 4.02(d) of the Credit Agreement. In rendering the opinions expressed below, we have examined executed copies of the following documents: (a) Credit Agreement; (b) Term Loan Security Agreement (the “Security Agreement”) dated as of the date hereof among Parent Holdco, Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco, the additional grantors party thereto and the Collateral Agent; (c) Account Control Agreement (the “Account Control Agreement”) dated as of the date hereof among the Securities Intermediary, Borrower and the Collateral Agent; (d) Intercreditor Agreement (the “Intercreditor Agreement”) dated as of the date hereof among Parent Holdco, Borrower, ILFC, CA Subsidiary Holdco, Irish Subsidiary Holdco and the Collateral Agent; (e) Collateral Supplement (the “Irish Collateral Supplement”) dated as of the date hereof between Irish Subsidiary Holdco and the Collateral Agent; and (f) Collateral Supplement (the “California Collateral Supplement” and together accordance with the Irish Collateral Supplement, the “Collateral Supplements”) dated as of the date hereof between CA Subsidiary Holdco and the Collateral Agent. Each of ILFC, Borrower, Parent Holdco, CA Subsidiary Holdco and Irish Subsidiary Holdco is referred to herein as an “Obligor”. Each Section 2.23 of the Credit Agreement, the Security undersigned hereby requests [(a)] an extension of the [insert applicable Class] Maturity Date from [____] to [____][, (b) the Applicable Rate to be applied in determining the interest payable on [insert applicable Class] Loans of[, and fees payable under the Credit Agreement to,] Consenting Lenders in respect of that portion of their [[insert applicable Class] Loans] extended to the new Maturity Date to be [__]%, which changes shall be effective as of [•______ and (c) the amendments to the terms of the Credit Agreement set forth below, which amendments will become effective on [____]:] [Insert amendments to Credit Agreement, if any] 5 To be delivered no less than 30 days from the Account Control Agreementthen existing Maturity Date for the applicable Class. Very truly yours, PAPA JOHN’S INTERNATIONAL, INC., as Borrower By: Name: Title: JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders referred to below 00 Xxxxx Xxxxxxxx Xxxxxxx, Xxxxxxxx 00000 Attention: Facsimile: Re: PAPA JOHN’S INTERNATIONAL, INC. Ladies and Gentlemen: Reference is hereby made to the Credit Agreement dated as of August 30, 2017 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the Intercreditor Agreement and the Collateral Supplements is referred to herein as a “Transaction DocumentCredit Agreement”. Each of the Security Agreement, the Account Control Agreement and the Collateral Supplements is referred to herein as a “Security Document”. We have also examined and relied upon such records and statements and certificates of public officials and representatives and officers of the Obligors and other persons as we have deemed necessary as a basis for the opinions expressed below. As to factual matters relevant to our opinions expressed below, we have, without independent investigation, relied upon the foregoing and the representations and warranties made in or pursuant to the Transaction Documents. We have not reviewed the dockets or other records of any court, arbitrator or governmental or regulatory body or agency or conducted any other investigation or inquiry or otherwise established or verified any factual matter. In such examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as certified or photostatic copies. We have assumed that the Collateral does not include any Aircraft, Engines or Parts (as such terms are defined in the FAA Act), or Aircraft Objects (as defined in the Cape Town Convention)among Papa John’s International, or leases thereof or other interests therein. Except as expressly opined on by us below, we have assumed, without investigation: (i) the due organization, valid existence and, to the extent applicable, good standing of each party to the Transaction Documents; (ii) that each party to the Transaction Documents has requisite power and authority to execute, deliver and perform its obligations under the Transaction Documents to which it is a party; (iii) that each Transaction Document has been duly authorized, executed and delivered by each party thereto; (iv) that each Transaction Document constitutes a valid, binding and enforceable obligation of each party thereto; (v) that the execution, delivery and performance by each party of the Transaction Documents to which it is a party do not contravene such party’s constitutional documents, violate any law, rule or regulation applicable to such party or result in any conflict with or breach of any agreement or instrument to which such party is a party or by which such party is bound; (vi) that each party to the Transaction Documents has obtained or made all consents, approvals, authorizations, filings, registrations, qualifications or recordations with each Governmental Authority required in connection with the execution, delivery and performance of the Transaction Documents; (vii) all applicable filings, registrations, recordations or other actions necessary to perfect as to ownership or security interest (except as set forth herein) including under the Cape Town Convention have been or will be made; (viii) for purposes of the Uniform Commercial Code of the State of New York Inc. (the “NYUCCBorrower”), Irish Subsidiary Holdco is deemed located the other Loan Parties from time to time party thereto, the Lenders from time to time party thereto JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the District Credit Agreement. The Borrower hereby gives you notice pursuant to Section 2.03 of Columbia; the Credit Agreement that it requests a Borrowing under the Credit Agreement, and in that connection the Borrower specifies the following information with respect to such Borrowing requested hereby: 1. Aggregate principal amount and Agreed Currency of Borrowing:6 __________ 2. Date of Borrowing (ix) which shall be a Business Day): __________ 3. Type and Class of Borrowing (ABR or Eurocurrency and Revolving or Term Loan): __________ 4. Interest Period and the accuracy last day thereof (if a Eurocurrency Borrowing):7 __________ 5. Location and completeness number of the Borrower’s account or any other account agreed upon by the Administrative Agent and the Borrower to which proceeds of Borrowing are to be disbursed: __________ 6 Not less than applicable amounts specified in Section 2.02(c). 7 Which must comply with the definition of “Interest Period” and end not later than the applicable Maturity Date. The undersigned hereby represents and warrants that the conditions to lending specified in Section[s] [4.01 and]8 4.02 of the Credit Agreement are satisfied as of the date hereof hereof. Very truly yours, PAPA JOHN’S INTERNATIONAL, INC., as the Borrower By: Name: Title: 8 To be included only for Borrowings on the Effective Date. JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders referred to below 00 Xxxxx Xxxxxxxx Xxxxxxx, Xxxxxxxx 00000 Attention: Facsimile: Re: PAPA JOHN’S INTERNATIONAL, INC. Ladies and Gentlemen: Reference is hereby made to the Credit Agreement dated as of August 30, 2017 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Papa John’s International, Inc. (the “Borrower”), the other Loan Parties from time to time party thereto, the Lenders from time to time party thereto JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement. The Borrower hereby gives you notice pursuant to Section 2.08 of the certificates and other information and statements delivered or made Credit Agreement that it requests to us by representatives and officers of each Obligor. We have made no investigation or review of any matters relating to [convert][continue] an existing Borrowing under the Obligors or any other person or entity other than as expressly described herein. Further, we have made no special investigation of the business operations of the Obligors or any other person or entity for the purpose of identifying laws or regulations to which the Obligors or any other person or entity are subject. With reference particularly to our opinion in paragraph 3 below, we note that our representation of the Obligors is limited to this and similar transactions and that we are not generally familiar with their respective affairs or operations. We have also assumed that: (i) all applicable chattel paper (as such term is defined in Article 9 of the NYUCC) constitutes “tangible chattel paper” within the meaning of Section 9-102 of the NYUCC and is located only in the State of New York and is in the possession of the Collateral Agent; (ii) the Collateral subject to the Lien of the Security Documents existsCredit Agreement, and each applicable Obligor has rights in that connection the applicable Collateral and has Borrower specifies the power following information with respect to transfer its rights in the applicable Collateral; (iii) the descriptions of the Collateral contained in, or attached as schedules to, the applicable Security Documents sufficiently describe the Collateral intended to be covered by such Security Documents; (iv) the Collateral does not include any “cooperative interest” or “commercial tort claim” (as such terms are defined in Article 9 of the NYUCC); (v) for purposes of Article 9 of the NY UCC, no statute, regulation or treaty of the United States is applicable to any of the Collateral; (vi) the certificates representing the Pledged Equity Interests (used herein to mean the certificates representing the Pledged Stock and the Pledged Beneficial Interests listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) of Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco and each Pledged Equity Party listed in Annex II to each Collateral Supplement is in the possession of the Collateral Agent, together with duly executed in blank instruments of transfer in respect thereof; and (vii) the instruments representing the Pledged Debt (used herein to mean the Pledged Debt instruments listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) are each in the possession of the Collateral Agent, together with duly executed in blank allonges in respect thereof. Based upon the foregoing and subject to the qualifications and limitations set forth below, we are of the opinion that[conversion][continuation] requested hereby: 1. Each Transaction Document is a valid List date, Type, Class, principal amount, Agreed Currency and binding obligation Interest Period (if applicable) of each Obligor party thereto, enforceable against such Obligor in accordance with its terms.existing Borrowing: __________ 2. The execution and delivery by each Obligor Aggregate principal amount of the Transaction Documents to which it is a party does not, and the performance by each Obligor of its obligations thereunder will not, cause such Obligor to violate any Generally Applicable Law (defined below).resulting Borrowing: __________ 3. No consent, approval or authorization of, and no filing, registration, qualification or recordation with, United States federal or State Effective date of New York governmental authorities pursuant to any Generally Applicable Law is required in connection with the execution and delivery and consummation of the transactions contemplated thereby by any Obligor of the Transaction Documents to interest election (which it is shall be a party, other than (a) those that are specified in the Transaction Documents, (b) filings necessary to create, record, perfect or maintain the security interests created by the Security Agreement, (c) those that have been duly obtained, taken or made and (d) in the case of Collateral constituting securities, as may be required in connection with any disposition of such Collateral.Business Day): __________

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature (as defined in the Credit Agreement) or delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy any Approved Electronic Platform (as defined in the Credit Agreement) shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with and governed by with, the laws law of the State of New York. EXHIBIT D-1A April 12JPMorgan Chase Bank, 2012 To the Addressees Listed on Schedule 1 N.A. Middle Market Servicing 00 Xxxxx Xxxxxxxx, Xxxxx X0 Xxxxx XX0-0000 Xxxxxxx, XX, 00000-0000 Attention: ___________________ Fax No: (312) ___________ Ladies and Gentlemen: We have acted as New York counsel This Borrowing Request is furnished pursuant to International Lease Finance Corporation (“ILFC”) and the other Obligors as defined below in connection with the Term Loan Section 2.03 of that certain Credit Agreement dated as of February 14, 2019 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) dated as of among Roblox Corporation (the date hereof among Delos Aircraft Inc. as Borrower (“Borrower”), ILFCthe other Loan Parties, Hyperion Aircraft Inc. the lenders party thereto and JPMorgan Chase Bank, N.A. (“Parent HoldcoJPMorgan”), Apollo Aircraft Inc. as Administrative Agent for the Lenders. Unless otherwise defined herein, capitalized terms used in this Borrowing Request have the meanings ascribed thereto in the Agreement. The Borrower represents that, as of this date, the conditions precedent set forth in Section 4.02 are satisfied. The Borrower hereby notifies JPMorgan of its request for the following Borrowing: 1. Revolving Borrowing 2. Aggregate Amount of the Revolving Borrowing7: $_________________ 3. Borrowing Date of the Borrowing (must be a Business Day): ____________________ 4. The Borrowing shall be a ___ CBFR Borrowing or ___ Eurodollar Borrowing8 5. If a Eurodollar Borrowing, the duration of Interest Period 9: One Month __________ Three Months_________ Six Months__________ ROBLOX CORPORATION By: Name: Title: 7 Must comply with Section 2.02(c) of the Agreement 8 If no election is made, then the requested Borrowing shall be a CBFR Borrowing 9 Shall be subject to the definition of “CA Subsidiary HoldcoInterest Period.” Cannot extend beyond the Maturity Date. If an Interest Period is not specified, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. JPMorgan Chase Bank, N.A. 00 Xxxxx Xxxxxxxx, Xxxxx X0 Xxxxx XX0-0000 Xxxxxxx, XX, 00000-0000 Attention: ___________________ Fax No: (312) ___________ Ladies and Gentlemen: This Interest Election Request is furnished pursuant to Section 2.08(c) of that certain Credit Agreement dated as of February 14, 2019 (as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”), Artemis ) among ___________________________ (Delos) Limited (the “Irish Subsidiary HoldcoBorrower”), the Lenders other Loan Parties, the lenders party theretothereto and JPMorgan Chase Bank, Bank of America, N.A.N.A. (“JPMorgan”), as Administrative Agent and Bank of Americafor the Lenders. Unless otherwise defined herein, N.A., as Collateral Agent (the “Collateral Agent”). Capitalized capitalized terms used herein and not otherwise defined shall in this Borrowing Request have the meanings given such terms ascribed thereto in the Credit Agreement and the Security Agreement. This opinion The Borrower is delivered pursuant hereby requesting to Sections 4.01(e) and 4.02(d) of the Credit Agreement. In rendering the opinions expressed below, we have examined executed copies of the following documents: (a) Credit Agreement; (b) Term Loan Security Agreement (the “Security Agreement”) dated convert or continue certain Borrowings as of the date hereof among Parent Holdco, Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco, the additional grantors party thereto and the Collateral Agent; (c) Account Control Agreement (the “Account Control Agreement”) dated as of the date hereof among the Securities Intermediary, Borrower and the Collateral Agent; (d) Intercreditor Agreement (the “Intercreditor Agreement”) dated as of the date hereof among Parent Holdco, Borrower, ILFC, CA Subsidiary Holdco, Irish Subsidiary Holdco and the Collateral Agent; (e) Collateral Supplement (the “Irish Collateral Supplement”) dated as of the date hereof between Irish Subsidiary Holdco and the Collateral Agent; and (f) Collateral Supplement (the “California Collateral Supplement” and together with the Irish Collateral Supplement, the “Collateral Supplements”) dated as of the date hereof between CA Subsidiary Holdco and the Collateral Agent. Each of ILFC, Borrower, Parent Holdco, CA Subsidiary Holdco and Irish Subsidiary Holdco is referred to herein as an “Obligor”. Each of the Credit Agreement, the Security Agreement, the Account Control Agreement, the Intercreditor Agreement and the Collateral Supplements is referred to herein as a “Transaction Document”. Each of the Security Agreement, the Account Control Agreement and the Collateral Supplements is referred to herein as a “Security Document”. We have also examined and relied upon such records and statements and certificates of public officials and representatives and officers of the Obligors and other persons as we have deemed necessary as a basis for the opinions expressed below. As to factual matters relevant to our opinions expressed below, we have, without independent investigation, relied upon the foregoing and the representations and warranties made in or pursuant to the Transaction Documents. We have not reviewed the dockets or other records of any court, arbitrator or governmental or regulatory body or agency or conducted any other investigation or inquiry or otherwise established or verified any factual matter. In such examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as certified or photostatic copies. We have assumed that the Collateral does not include any Aircraft, Engines or Parts (as such terms are defined in the FAA Act), or Aircraft Objects (as defined in the Cape Town Convention), or leases thereof or other interests therein. Except as expressly opined on by us below, we have assumed, without investigation: (i) the due organization, valid existence and, to the extent applicable, good standing of each party to the Transaction Documents; (ii) that each party to the Transaction Documents has requisite power and authority to execute, deliver and perform its obligations under the Transaction Documents to which it is a party; (iii) that each Transaction Document has been duly authorized, executed and delivered by each party thereto; (iv) that each Transaction Document constitutes a valid, binding and enforceable obligation of each party thereto; (v) that the execution, delivery and performance by each party of the Transaction Documents to which it is a party do not contravene such party’s constitutional documents, violate any law, rule or regulation applicable to such party or result in any conflict with or breach of any agreement or instrument to which such party is a party or by which such party is bound; (vi) that each party to the Transaction Documents has obtained or made all consents, approvals, authorizations, filings, registrations, qualifications or recordations with each Governmental Authority required in connection with the execution, delivery and performance of the Transaction Documents; (vii) all applicable filings, registrations, recordations or other actions necessary to perfect as to ownership or security interest (except as set forth herein) including under the Cape Town Convention have been or will be made; (viii) for purposes of the Uniform Commercial Code of the State of New York (the “NYUCC”), Irish Subsidiary Holdco is deemed located in the District of Columbia; and (ix) the accuracy and completeness as of the date hereof of the certificates and other information and statements delivered or made to us by representatives and officers of each Obligor. We have made no investigation or review of any matters relating to the Obligors or any other person or entity other than as expressly described herein. Further, we have made no special investigation of the business operations of the Obligors or any other person or entity for the purpose of identifying laws or regulations to which the Obligors or any other person or entity are subject. With reference particularly to our opinion in paragraph 3 below, we note that our representation of the Obligors is limited to this and similar transactions and that we are not generally familiar with their respective affairs or operations. We have also assumed that: (i) all applicable chattel paper (as such term is defined in Article 9 of the NYUCC) constitutes “tangible chattel paper” within the meaning of Section 9-102 of the NYUCC and is located only in the State of New York and is in the possession of the Collateral Agent; (ii) the Collateral subject to the Lien of the Security Documents exists, and each applicable Obligor has rights in the applicable Collateral and has the power to transfer its rights in the applicable Collateral; (iii) the descriptions of the Collateral contained in, or attached as schedules to, the applicable Security Documents sufficiently describe the Collateral intended to be covered by such Security Documents; (iv) the Collateral does not include any “cooperative interest” or “commercial tort claim” (as such terms are defined in Article 9 of the NYUCC); (v) for purposes of Article 9 of the NY UCC, no statute, regulation or treaty of the United States is applicable to any of the Collateral; (vi) the certificates representing the Pledged Equity Interests (used herein to mean the certificates representing the Pledged Stock and the Pledged Beneficial Interests listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) of Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco and each Pledged Equity Party listed in Annex II to each Collateral Supplement is in the possession of the Collateral Agent, together with duly executed in blank instruments of transfer in respect thereof; and (vii) the instruments representing the Pledged Debt (used herein to mean the Pledged Debt instruments listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) are each in the possession of the Collateral Agent, together with duly executed in blank allonges in respect thereof. Based upon the foregoing and subject to the qualifications and limitations set forth below, we are of the opinion thatfollows: 1. Each Transaction Document is a valid and binding obligation of each Obligor party thereto, enforceable against such Obligor in accordance with its terms.Borrowing to which this Interest Election Request applies: 2. The execution and delivery by each Obligor Date of the Transaction Documents to which it is conversion/continuation (must be a party does notBusiness Day): __________________, and the performance by each Obligor of its obligations thereunder will not, cause such Obligor to violate any Generally Applicable Law (defined below). 3. No consent, approval or authorization of, and no filing, registration, qualification or recordation with, United States federal or State of New York governmental authorities pursuant to any Generally Applicable Law is required in connection with the execution and delivery and consummation of the transactions contemplated thereby by any Obligor of the Transaction Documents to which it is a party, other than (a) those that are specified in the Transaction Documents, (b) filings necessary to create, record, perfect or maintain the security interests created by the Security Agreement, (c) those that have been duly obtained, taken or made and (d) in the case of Collateral constituting securities, as may be required in connection with any disposition of such Collateral.20____

General Provisions. This Assignment and Assumption Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption Acceptance may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption Acceptance by telecopy or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Assignment and AssumptionAcceptance. This Assignment and Assumption Acceptance, and the rights and obligations of the parties hereunder, shall be governed by, and construed and interpreted in accordance with and governed by with, the laws law of the State of New York. EXHIBIT D-1A April 12ANNEX 1-2 $ New York, 2012 To the Addressees Listed on Schedule 1 Ladies and Gentlemen: We have acted as New York counsel [ , 20 ] FOR VALUE RECEIVED, the undersigned, TEX Operations Company LLC, a Delaware limited liability company (the “Borrower”), hereby unconditionally promises to International Lease Finance Corporation pay to [Revolving Credit Lender] or its registered assigns (the “ILFCLender”) and the other Obligors as defined below ), in connection accordance with the Term Loan provisions of the Credit Agreement (as hereinafter defined), the principal amount of (a) [AMOUNT] [($[ ])], or, if less, (b) the aggregate unpaid principal amount, if any, of Revolving Credit Loans made by the Lender to the Borrower under that certain Credit Agreement, dated as of October 3, 2016 (as the same may be amended, restated, amended and restated, supplemented or otherwise modified, refinanced or replaced from time to time, the “Credit Agreement”) dated ; capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement), among TEX Intermediate Company LLC, a Delaware limited liability company, the Borrower, the Lenders and Letter of Credit Issuers party thereto from time to time, Deutsche Bank AG New York Branch, as Administrative Agent and Collateral Agent, and the other parties named therein. The Borrower hereby further promises to pay interest on the unpaid principal amount of the Revolving Credit Loan made by the Lender from the date hereof among Delos Aircraft Inc. of such Loan until such principal amount is paid in full, at such interest rates and at such times as Borrower provided in the Credit Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s office or such other place as the Administrative Agent shall have specified. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) at the Default Rate. The Revolving Credit Loans evidenced hereby are subject to prepayment prior to the Maturity Date, in whole or in part, as provided in the Credit Agreement. This promissory note (this “Promissory Note”) is one of the promissory notes referred to in the Credit Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. The Revolving Credit Loans evidenced hereby are guaranteed and secured as provided therein and in the other Credit Documents. The Borrower, for itself, its successors and assigns, hereby waives presentment, protest, demand and notice of any kind whatsoever in connection with this Promissory Note. All payments in respect of the principal of and interest on this Promissory Note shall be made to the Person recorded in the Register as the holder of this Promissory Note, as described more fully in Section 2.5(e) of the Credit Agreement, and such Person shall be treated as the Revolving Credit Lender hereunder for all purposes of the Credit Agreement. THIS PROMISSORY NOTE AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. TEX OPERATIONS COMPANY LLC By: Name: Title: [Signature Page to Promissory Note (Revolving Credit Loans)] $ New York, New York [ , 20 ] FOR VALUE RECEIVED, the undersigned, TEX Operations Company LLC, a Delaware limited liability company (the “Borrower”), ILFC, Hyperion Aircraft Inc. hereby unconditionally promises to pay to [Term Loan Lender] or its registered assigns (the “Parent HoldcoLender”), Apollo Aircraft Inc. in accordance with the provisions of the Credit Agreement (“CA Subsidiary Holdco”), Artemis (Delos) Limited (“Irish Subsidiary Holdco”as hereinafter defined), the principal amount of (a) [AMOUNT] [($[ ])], or, if less, (b) the aggregate unpaid principal amount, if any, of Term Loans made by the Lender to the Borrower under that certain Credit Agreement, dated as of October 3, 2016 (as the same may be amended, restated, amended and restated, supplemented or otherwise modified, refinanced or replaced from time to time, the “Credit Agreement”; capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement), among TEX Intermediate Company LLC, a Delaware limited liability company, the Borrower, the Lenders and Letter of Credit Issuers party theretothereto from time to time, Deutsche Bank of America, N.A.AG New York Branch, as Administrative Agent and Bank Collateral Agent, and the other parties named therein. The Borrower hereby further promises to pay interest on the unpaid principal amount of Americathe Term Loan made by the Lender from the date of such Loan until such principal amount is paid in full, N.A.at such interest rates and at such times as provided in the Credit Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s office or such other place as the Administrative Agent shall have specified. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) at the Default Rate. The Term Loans evidenced hereby are subject to prepayment prior to the Maturity Date, in whole or in part, as Collateral Agent provided in the Credit Agreement. This promissory note (this “Promissory Note”) is one of the promissory notes referred to in the Credit Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. The Term Loans evidenced hereby are guaranteed and secured as provided therein and in the other Credit Documents. The Borrower, for itself, its successors and assigns, hereby waives presentment, protest, demand and notice of any kind whatsoever in connection with of this Promissory Note. All payments in respect of the principal of and interest on this Promissory Note shall be made to the Person recorded in the Register as the holder of this Promissory Note, as described more fully in Section 2.5(e) of the Credit Agreement, and such Person shall be treated as the Term Loan Lender hereunder for all purposes of the Credit Agreement. THIS PROMISSORY NOTE AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. [Signature page follows] TEX OPERATIONS COMPANY LLC By: Name: Title: $ New York, New York [ , 20 ] FOR VALUE RECEIVED, the undersigned, TEX Operations Company LLC, a Delaware limited liability company (the “Collateral AgentBorrower”). Capitalized , hereby unconditionally promises to pay to [Term C Loan Lender] or its registered assigns (the “Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined), the principal amount of (a) [AMOUNT] [($[ ])], or, if less, (b) the aggregate unpaid principal amount, if any, of Term C Loans made by the Lender to the Borrower under that certain Credit Agreement, dated as of October 3, 2016 (as the same may be amended, restated, amended and restated, supplemented or otherwise modified, refinanced or replaced from time to time, the “Credit Agreement”; capitalized terms used herein and not otherwise defined herein shall have the meanings given assigned to such terms in the Credit Agreement Agreement), among TEX Intermediate Company LLC, a Delaware limited liability company, the Borrower, the Lenders and Letter of Credit Issuers party thereto from time to time, Deutsche Bank AG New York Branch, as Administrative Agent and Collateral Agent, and the Security other parties named therein. The Borrower hereby further promises to pay interest on the unpaid principal amount of the Term C Loan made by the Lender from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Credit Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s office or such other place as the Administrative Agent shall have specified. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) at the Default Rate. The Term C Loans evidenced hereby are subject to prepayment prior to the Maturity Date, in whole or in part, as provided in the Credit Agreement This opinion promissory note (this “Promissory Note”) is delivered pursuant one of the promissory notes referred to Sections 4.01(e) in the Credit Agreement, is entitled to the benefits thereof and 4.02(dmay be prepaid in whole or in part subject to the terms and conditions provided therein. The Term C Loans evidenced hereby are guaranteed and secured as provided therein and in the other Credit Documents. The Borrower, for itself, its successors and assigns, hereby waives presentment, protest, demand and notice of any kind whatsoever in connection with this Promissory Note. All payments in respect of the principal of and interest on this Promissory Note shall be made to the Person recorded in the Register as the holder of this Promissory Note, as described more fully in Section 2.5(e) of the Credit Agreement. In rendering , and such Person shall be treated as the opinions expressed below, we have examined executed copies of the following documents: (a) Credit Agreement; (b) Term C Loan Security Agreement (the “Security Agreement”) dated as of the date hereof among Parent Holdco, Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco, the additional grantors party thereto and the Collateral Agent; (c) Account Control Agreement (the “Account Control Agreement”) dated as of the date hereof among the Securities Intermediary, Borrower and the Collateral Agent; (d) Intercreditor Agreement (the “Intercreditor Agreement”) dated as of the date hereof among Parent Holdco, Borrower, ILFC, CA Subsidiary Holdco, Irish Subsidiary Holdco and the Collateral Agent; (e) Collateral Supplement (the “Irish Collateral Supplement”) dated as of the date hereof between Irish Subsidiary Holdco and the Collateral Agent; and (f) Collateral Supplement (the “California Collateral Supplement” and together with the Irish Collateral Supplement, the “Collateral Supplements”) dated as of the date hereof between CA Subsidiary Holdco and the Collateral Agent. Each of ILFC, Borrower, Parent Holdco, CA Subsidiary Holdco and Irish Subsidiary Holdco is referred to herein as an “Obligor”. Each Lender hereunder for all purposes of the Credit Agreement. THIS PROMISSORY NOTE AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. [Signature page follows] TEX OPERATIONS COMPANY LLC By: Name: Title: INCREMENTAL AMENDMENT, dated as of [ , 20 ] (this “Agreement”), by and among [LENDERS PROVIDING NEW LOANS] (each, a “New Loan Lender” and, collectively, the Security Agreement, the Account Control Agreement, the Intercreditor Agreement and the Collateral Supplements is referred to herein as a “Transaction DocumentNew Loan Lenders”. Each of the Security Agreement, the Account Control Agreement and the Collateral Supplements is referred to herein as a “Security Document”. We have also examined and relied upon such records and statements and certificates of public officials and representatives and officers of the Obligors and other persons as we have deemed necessary as a basis for the opinions expressed below. As to factual matters relevant to our opinions expressed below, we have, without independent investigation, relied upon the foregoing and the representations and warranties made in or pursuant to the Transaction Documents. We have not reviewed the dockets or other records of any court, arbitrator or governmental or regulatory body or agency or conducted any other investigation or inquiry or otherwise established or verified any factual matter. In such examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as certified or photostatic copies. We have assumed that the Collateral does not include any Aircraft, Engines or Parts (as such terms are defined in the FAA Act), or Aircraft Objects (as defined in the Cape Town Convention)TEX Operations Company LLC, or leases thereof or other interests therein. Except as expressly opined on by us below, we have assumed, without investigation: (i) the due organization, valid existence and, to the extent applicable, good standing of each party to the Transaction Documents; (ii) that each party to the Transaction Documents has requisite power and authority to execute, deliver and perform its obligations under the Transaction Documents to which it is a party; (iii) that each Transaction Document has been duly authorized, executed and delivered by each party thereto; (iv) that each Transaction Document constitutes a valid, binding and enforceable obligation of each party thereto; (v) that the execution, delivery and performance by each party of the Transaction Documents to which it is a party do not contravene such party’s constitutional documents, violate any law, rule or regulation applicable to such party or result in any conflict with or breach of any agreement or instrument to which such party is a party or by which such party is bound; (vi) that each party to the Transaction Documents has obtained or made all consents, approvals, authorizations, filings, registrations, qualifications or recordations with each Governmental Authority required in connection with the execution, delivery and performance of the Transaction Documents; (vii) all applicable filings, registrations, recordations or other actions necessary to perfect as to ownership or security interest (except as set forth herein) including under the Cape Town Convention have been or will be made; (viii) for purposes of the Uniform Commercial Code of the State of New York Delaware limited liability company (the “NYUCCBorrower”), Irish Subsidiary Holdco is deemed located in the District of Columbia; ) and (ix) the accuracy and completeness as of the date hereof of the certificates and other information and statements delivered or made to us by representatives and officers of each Obligor. We have made no investigation or review of any matters relating to the Obligors or any other person or entity other than as expressly described herein. Further, we have made no special investigation of the business operations of the Obligors or any other person or entity for the purpose of identifying laws or regulations to which the Obligors or any other person or entity are subject. With reference particularly to our opinion in paragraph 3 below, we note that our representation of the Obligors is limited to this and similar transactions and that we are not generally familiar with their respective affairs or operations. We have also assumed that: (i) all applicable chattel paper (as such term is defined in Article 9 of the NYUCC) constitutes “tangible chattel paper” within the meaning of Section 9-102 of the NYUCC and is located only in the State of Deutsche Bank AG New York Branch, as Administrative Agent and is in the possession of the as Collateral Agent; (ii) the Collateral subject to the Lien of the Security Documents exists, and each applicable Obligor has rights in the applicable Collateral and has the power to transfer its rights in the applicable Collateral; (iii) the descriptions of the Collateral contained in, or attached as schedules to, the applicable Security Documents sufficiently describe the Collateral intended to be covered by such Security Documents; (iv) the Collateral does not include any “cooperative interest” or “commercial tort claim” (as such terms are defined in Article 9 of the NYUCC); (v) for purposes of Article 9 of the NY UCC, no statute, regulation or treaty of the United States is applicable to any of the Collateral; (vi) the certificates representing the Pledged Equity Interests (used herein to mean the certificates representing the Pledged Stock and the Pledged Beneficial Interests listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) of Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco and each Pledged Equity Party listed in Annex II to each Collateral Supplement is in the possession of the Collateral Agent, together with duly executed in blank instruments of transfer in respect thereof; and (vii) the instruments representing the Pledged Debt (used herein to mean the Pledged Debt instruments listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) are each in the possession of the Collateral Agent, together with duly executed in blank allonges in respect thereof. Based upon the foregoing and subject to the qualifications and limitations set forth below, we are of the opinion that: 1. Each Transaction Document is a valid and binding obligation of each Obligor party thereto, enforceable against such Obligor in accordance with its terms. 2. The execution and delivery by each Obligor of the Transaction Documents to which it is a party does not, and the performance by each Obligor of its obligations thereunder will not, cause such Obligor to violate any Generally Applicable Law (defined below). 3. No consent, approval or authorization of, and no filing, registration, qualification or recordation with, United States federal or State of New York governmental authorities pursuant to any Generally Applicable Law is required in connection with the execution and delivery and consummation of the transactions contemplated thereby by any Obligor of the Transaction Documents to which it is a party, other than (a) those that are specified in the Transaction Documents, (b) filings necessary to create, record, perfect or maintain the security interests created by the Security Agreement, (c) those that have been duly obtained, taken or made and (d) in the case of Collateral constituting securities, as may be required in connection with any disposition of such Collateral.

General Provisions. This Assignment In the case of any claim for indemnification brought under this Agreement: (a) A party claiming indemnification under this Agreement (an "Indemnified Party") shall promptly (i) notify the party from whom identification is sought (the "Indemnifying Party") of any third-party claim or claims asserted against the Indemnified Party ("Third Party Claim") which could give rise to a right of indemnification under this Agreement and Assumption shall be binding upon, and inure (ii) transmit to the benefit of, Indemnifying Party a written notice ("Claim Notice") describing in reasonable detail the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be construed in accordance with and governed by the laws nature of the State Third Party Claim, a copy of New York. EXHIBIT D-1A April 12all papers served with respect to such claim (if any), 2012 To an estimate of the Addressees Listed on Schedule 1 Ladies and Gentlemen: We have acted as New York counsel amount of damages attributable to International Lease Finance Corporation (“ILFC”) the Third Party Claim and the other Obligors as defined below in connection with basis of the Term Loan Credit Agreement Indemnified Party's request for indemnification under this Agreement. Within thirty (30) days after receipt of any Claim Notice (the “Credit Agreement”) dated as of the date hereof among Delos Aircraft Inc. as Borrower (“Borrower”), ILFC, Hyperion Aircraft Inc. (“Parent Holdco”), Apollo Aircraft Inc. (“CA Subsidiary Holdco”), Artemis (Delos) Limited (“Irish Subsidiary Holdco”"Election Period"), the Lenders party theretoIndemnifying Party shall notify the Indemnified Party (i) whether the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article VIII with respect to such Third Party Claim and (ii) whether the Indemnifying Party desires, Bank of America, N.A., as Administrative Agent at the sole cost and Bank of America, N.A., as Collateral Agent (the “Collateral Agent”). Capitalized terms used herein and not otherwise defined shall have the meanings given such terms in the Credit Agreement and the Security Agreement. This opinion is delivered pursuant to Sections 4.01(e) and 4.02(d) expense of the Credit Agreement. In rendering Indemnifying Party, to defend the opinions expressed below, we have examined executed copies of the following documents: (a) Credit Agreement;Indemnified Party against such Third Party Claim. (b) Term Loan Security Agreement (If the “Security Agreement”) dated as Indemnifying Party notifies the Indemnified Party within the Election Period that the Indemnifying Party does not dispute its potential liability to the Indemnified Party under this Article VIII and that the Indemnifying Party elects to assume the defense of the date hereof among Parent HoldcoThird Party Claim, Borrowerthen the Indemnifying Party shall have the right to defend, Irish Subsidiary Holdcoas its sole cost and expense, CA Subsidiary Holdcosuch Third Party Claim by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnifying Party to a final conclusion or settled at the discretion of the Indemnifying Party in accordance with this Section 8.03. The Indemnifying Party shall have full control of such defense and proceedings, including any compromise or settlement thereof. The Indemnified Party is hereby authorized, at the sole cost and expense of the Indemnifying Party (but only if the Indemnified Party is actually entitled to indemnification hereunder or if the Indemnifying Party assumes the defense with respect to the Third Party Claim), to file, during the Election Period, any motion, answer or other pleadings which the Indemnified Party shall deem necessary or appropriate to protect its interest or those of the Indemnifying Party and not prejudicial to the Indemnifying Party (it being understood and agreed that if an Indemnified Party takes any such action which is prejudicial and conclusively causes a final adjudication which is adverse to the Indemnifying Party, the additional grantors party thereto Indemnifying Party shall be relieved of its obligations hereunder with respect to such Third Party Claim). If requested by the Indemnifying Party, the Indemnified Party agrees, at the sole cost and expense of the Collateral Agent;Indemnifying Party, to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including, without limitation, the making of any related counterclaim against the person or entity asserting the Third Party Claim or any cross- complaint against any person. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 8.03 and shall bear its own costs and expenses with respect to such participation. (c) Account Control Agreement (If the “Account Control Agreement”) dated as Indemnifying Party fails to notify the Indemnified Party within the Election Period that the Indemnifying Party elects to defend the Indemnified Party or if the Indemnifying Party elects to defend the Indemnified Party but fails to diligently and promptly prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the date hereof among Indemnifying Party, the Securities IntermediaryThird Party Claim by all appropriate proceedings, Borrower which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings, provided, however, that the Indemnified Party may not enter into, without the Indemnifying Party's consent, which shall not be unreasonably withheld, any compromise or settlement of such Third Party Claim. Notwithstanding the foregoing, if the Indemnifying Party has delivered a written notice to the Indemnified Party to the affect that the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article VIII and if such dispute is resolved in favor of the Indemnifying Party by final, nonappealable order of a court of competent jurisdiction, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party's defense pursuant to this Section or of the Indemnifying Party's participation therein at the Indemnifying Party in full for all costs and expenses of such litigation. The Indemnifying Party may participate in, but not control any defense or settlement controlled by the Indemnified Party pursuant to this Section, and the Collateral Agent;Indemnifying Party shall bear its own costs and expenses with respect to such participation. (d) Intercreditor Agreement In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder which does not involve a Third Party Claim, the Indemnified Party shall transmit to the Indemnifying Party a written notice (the “Intercreditor Agreement”"Indemnity Notice") dated as describing in reasonable detail the nature of the date hereof among Parent Holdcoclaim, Borrower, ILFC, CA Subsidiary Holdco, Irish Subsidiary Holdco an estimate of the amount of damages attributable to such claim and the Collateral Agent; (e) Collateral Supplement (the “Irish Collateral Supplement”) dated as basis of the date hereof between Irish Subsidiary Holdco and Indemnified Party's request for indemnification under this Agreement. If the Collateral Agent; and Indemnifying Party does not notify the Indemnified Party within sixty (f60) Collateral Supplement (days from its receipt of the “California Collateral Supplement” and together with Indemnity Notice that the Irish Collateral SupplementIndemnifying Party disputes such claim, the “Collateral Supplements”) dated as claim specified by the Indemnified Party in the Indemnity Notice shall be deemed a liability of the date hereof between CA Subsidiary Holdco and Indemnifying Party hereunder. If the Collateral Agent. Each of ILFC, Borrower, Parent Holdco, CA Subsidiary Holdco and Irish Subsidiary Holdco is referred to herein as an “Obligor”. Each of the Credit Agreement, the Security Agreement, the Account Control Agreement, the Intercreditor Agreement and the Collateral Supplements is referred to herein as a “Transaction Document”. Each of the Security Agreement, the Account Control Agreement and the Collateral Supplements is referred to herein as a “Security Document”. We have also examined and relied upon Indemnifying Party has timely disputed such records and statements and certificates of public officials and representatives and officers of the Obligors and other persons as we have deemed necessary as a basis for the opinions expressed below. As to factual matters relevant to our opinions expressed below, we have, without independent investigation, relied upon the foregoing and the representations and warranties made in or pursuant to the Transaction Documents. We have not reviewed the dockets or other records of any court, arbitrator or governmental or regulatory body or agency or conducted any other investigation or inquiry or otherwise established or verified any factual matter. In such examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as certified or photostatic copies. We have assumed that the Collateral does not include any Aircraft, Engines or Parts (as such terms are defined in the FAA Act), or Aircraft Objects (as defined in the Cape Town Convention), or leases thereof or other interests therein. Except as expressly opined on by us below, we have assumed, without investigation: (i) the due organization, valid existence and, to the extent applicable, good standing of each party to the Transaction Documents; (ii) that each party to the Transaction Documents has requisite power and authority to execute, deliver and perform its obligations under the Transaction Documents to which it is a party; (iii) that each Transaction Document has been duly authorized, executed and delivered by each party thereto; (iv) that each Transaction Document constitutes a valid, binding and enforceable obligation of each party thereto; (v) that the execution, delivery and performance by each party of the Transaction Documents to which it is a party do not contravene such party’s constitutional documents, violate any law, rule or regulation applicable to such party or result in any conflict with or breach of any agreement or instrument to which such party is a party or by which such party is bound; (vi) that each party to the Transaction Documents has obtained or made all consents, approvals, authorizations, filings, registrations, qualifications or recordations with each Governmental Authority required in connection with the execution, delivery and performance of the Transaction Documents; (vii) all applicable filings, registrations, recordations or other actions necessary to perfect as to ownership or security interest (except as set forth herein) including under the Cape Town Convention have been or will be made; (viii) for purposes of the Uniform Commercial Code of the State of New York (the “NYUCC”), Irish Subsidiary Holdco is deemed located in the District of Columbia; and (ix) the accuracy and completeness as of the date hereof of the certificates and other information and statements delivered or made to us by representatives and officers of each Obligor. We have made no investigation or review of any matters relating to the Obligors or any other person or entity other than as expressly described herein. Further, we have made no special investigation of the business operations of the Obligors or any other person or entity for the purpose of identifying laws or regulations to which the Obligors or any other person or entity are subject. With reference particularly to our opinion in paragraph 3 below, we note that our representation of the Obligors is limited to this and similar transactions and that we are not generally familiar with their respective affairs or operations. We have also assumed that: (i) all applicable chattel paper (as such term is defined in Article 9 of the NYUCC) constitutes “tangible chattel paper” within the meaning of Section 9-102 of the NYUCC and is located only in the State of New York and is in the possession of the Collateral Agent; (ii) the Collateral subject to the Lien of the Security Documents exists, and each applicable Obligor has rights in the applicable Collateral and has the power to transfer its rights in the applicable Collateral; (iii) the descriptions of the Collateral contained in, or attached as schedules to, the applicable Security Documents sufficiently describe the Collateral intended to be covered by such Security Documents; (iv) the Collateral does not include any “cooperative interest” or “commercial tort claim” (as such terms are defined in Article 9 of the NYUCC); (v) for purposes of Article 9 of the NY UCC, no statute, regulation or treaty of the United States is applicable to any of the Collateral; (vi) the certificates representing the Pledged Equity Interests (used herein to mean the certificates representing the Pledged Stock and the Pledged Beneficial Interests listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) of Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco and each Pledged Equity Party listed in Annex II to each Collateral Supplement is in the possession of the Collateral Agent, together with duly executed in blank instruments of transfer in respect thereof; and (vii) the instruments representing the Pledged Debt (used herein to mean the Pledged Debt instruments listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) are each in the possession of the Collateral Agent, together with duly executed in blank allonges in respect thereof. Based upon the foregoing and subject to the qualifications and limitations set forth below, we are of the opinion that: 1. Each Transaction Document is a valid and binding obligation of each Obligor party thereto, enforceable against such Obligor in accordance with its terms. 2. The execution and delivery by each Obligor of the Transaction Documents to which it is a party does not, and the performance by each Obligor of its obligations thereunder will not, cause such Obligor to violate any Generally Applicable Law (defined below). 3. No consent, approval or authorization of, and no filing, registration, qualification or recordation with, United States federal or State of New York governmental authorities pursuant to any Generally Applicable Law is required in connection with the execution and delivery and consummation of the transactions contemplated thereby by any Obligor of the Transaction Documents to which it is a party, other than (a) those that are specified in the Transaction Documents, (b) filings necessary to create, record, perfect or maintain the security interests created by the Security Agreement, (c) those that have been duly obtained, taken or made and (d) in the case of Collateral constituting securities, as may provided above, such dispute shall be required resolved by litigation in connection with any disposition an appropriate court of such Collateralcompetent jurisdiction.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of the Assignment. THIS ASSIGNMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK (INCLUDING, WITHOUT LIMITATION, SECTION 5.1401 OF THE GENERAL OBLIGATIONS LAW). FOR VALUE RECEIVED, [NAME OF PAYOR], a [ ] [TYPE OF ENTITY] (the “Payor”), hereby promises to pay on demand to the order of [ ] or its assigns (the “Payee”), in [lawful money of the United States of America] [Euros] [Sterling] in immediately available funds, at such location as the Payee shall from time to time designate, the unpaid principal amount of all loans and advances made by the Payee to the Payor. The Payor promises also to pay interest on the unpaid principal amount hereof in like money at said office from the date hereof until paid at such rate per annum as shall be agreed upon from time to time by the Payor and Payee. Upon the earlier to occur of (x) the commencement of any bankruptcy, reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar proceeding of any jurisdiction relating to the Payor or (y) any exercise of remedies (including any acceleration of loans or the termination of the commitments) pursuant to Section 10 of the Credit Agreement referred to below, the unpaid principal amount hereof shall become immediately due and payable without presentment, demand, protest or notice of any kind in connection with this Assignment and AssumptionNote. This Assignment Note is one of the Intercompany Notes referred to in the Credit Agreement, dated as of March 28, 2003, amended and Assumption restated as of April 18, 2005 and further amended and restated as of April 12, 2006, among DHM Holding Company, Inc., Xxxx Holding Company, LLC, [the Payor,] [the Payee,] [Xxxx Food Company, Inc.,] [Solvest, Ltd.,] the lenders from time to time party thereto, Banc of America Securities LLC, as Syndication Agent, The Bank of Nova Scotia, as Documentation Agent, Deutsche Bank Securities Inc., as Lead Arranger and Sole Book Runner, and Deutsche Bank AG New York Branch, as Administrative Agent and Deposit Bank (as so amended and restated and as the same may be further amended, restated, modified and/or supplemented from time to time, the “Credit Agreement”, the terms defined therein being used herein as therein defined), and is subject to the terms thereof[, and shall, except to the extent constituting Excluded Collateral (as defined in the Credit Agreement), be pledged by the Payee pursuant to the relevant Security Document (as defined in the Credit Agreement). The Payor hereby acknowledges and agrees that the pledgee or collateral agent under the relevant Security Document may exercise all rights with respect to this Note on the terms provided in such Security Document as in effect from time to time].1 The Payee is hereby authorized (but shall not be required) to record all loans and advances made by it to the Payor (all of which shall be construed evidenced by this Note), and all repayments or prepayments thereof, in accordance its books and records, such books and records constituting prima facie evidence of the accuracy of the information contained therein. 1 Insert in each Intercompany Note in which the Payee is a Credit Party (as defined in the Credit Agreement), unless such Intercompany Note constitutes Excluded Collateral (as defined in the Credit Agreement). This Note, and all of obligations of the Payor hereunder, shall be subordinate and junior in right of payment to all Senior Indebtedness (as defined in the Intercompany Subordination Agreement referred to in the Credit Agreement) as, and to the extent required by, the Intercompany Subordination Agreement. All payments under this Note shall be made without offset, counterclaim or deduction of any kind. The Payor hereby waives presentment, demand, protest or notice of any kind in connection with this Note. [NAME OF PAYOR] By: Name: Title: Pay to the order of [NAME OF PAYEE] By: Name: Title: $ New York, New York [DATE] FOR VALUE RECEIVED, DHM Holding Company, Inc., a Delaware corporation (the “Company”), hereby promises to pay to or [his] [her] [its] assigns (the “Payee”), in lawful money of the United States of America in immediately available funds, at , the principal sum of DOLLARS, which amount shall be payable on .1 [The Company promises also to pay interest on the unpaid principal amount hereof in like money at said office from the date hereof until paid at a rate per annum equal to , such interest to be paid [semi-annually] [annually] on [and governed by ] of each year and at maturity hereof.] This Note is subject to voluntary prepayment, in whole or in part, at the option of the Company, without premium or penalty. This Note is one of the Shareholder Subordinated Notes referred in the Credit Agreement, dated as of March 28, 2003, amended and restated as of April 18, 2005 and further amended and restated as of April 12, 2006, among the Company, Xxxx Holding Company, LLC, a Delaware limited liability company, Xxxx Food Company, Inc., a Delaware corporation, Solvest, Ltd., a company organized under the laws of Bermuda, the State lenders from time to time party thereto, Banc of New York. EXHIBIT D-1A April 12America Securities LLC, 2012 To the Addressees Listed on Schedule 1 Ladies as Syndication Agent, The Bank of Nova Scotia, as Documentation Agent, Deutsche Bank Securities Inc., as Lead Arranger and Gentlemen: We have acted as Sole Book Runner, and Deutsche Bank AG New York counsel Branch, as Administrative Agent and Deposit Bank (as so amended and restated and as the same may be further amended, modified, supplemented, extended, restated, refinanced, replaced or refunded from time to International Lease Finance Corporation (“ILFC”) and the other Obligors as defined below in connection with the Term Loan Credit Agreement (time, the “Credit Agreement”) dated as of and shall be subject to the date hereof among Delos Aircraft Inc. as Borrower (“Borrower”)provisions thereof. Unless otherwise defined herein, ILFC, Hyperion Aircraft Inc. (“Parent Holdco”), Apollo Aircraft Inc. (“CA Subsidiary Holdco”), Artemis (Delos) Limited (“Irish Subsidiary Holdco”), the Lenders party thereto, Bank of America, N.A., as Administrative Agent and Bank of America, N.A., as Collateral Agent (the “Collateral Agent”). Capitalized all capitalized terms used herein or in Annex A attached hereto and not otherwise defined shall have the meanings given such terms in the Credit Agreement and shall have the Security meaning assigned to such term in the Credit Agreement. This opinion Notwithstanding anything to the contrary contained in this Note, the Payee understands and agrees that the Company shall not be required to make, and shall not make, any payment of principal or interest on this Note to the extent that such payment is delivered pursuant to prohibited by the terms of any Senior Indebtedness (as defined in Annex A attached hereto), including, but not limited to, Sections 4.01(e) 9.06 and 4.02(d) 9.08 of the Credit Agreement. In rendering 1 Insert a date on or after the opinions expressed below, we have examined executed copies date occurring six months after the final stated maturity of the following documents: (a) Credit Agreement; (b) Term Loan Security Agreement (Existing 2013 Senior Notes. This Note, and the “Security Agreement”) dated as obligations of the date hereof among Parent HoldcoCompany hereunder, Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco, the additional grantors party thereto shall be subordinate and the Collateral Agent; (c) Account Control Agreement (the “Account Control Agreement”) dated as junior in right of the date hereof among the Securities Intermediary, Borrower and the Collateral Agent; (d) Intercreditor Agreement (the “Intercreditor Agreement”) dated as of the date hereof among Parent Holdco, Borrower, ILFC, CA Subsidiary Holdco, Irish Subsidiary Holdco and the Collateral Agent; (e) Collateral Supplement (the “Irish Collateral Supplement”) dated as of the date hereof between Irish Subsidiary Holdco and the Collateral Agent; and (f) Collateral Supplement (the “California Collateral Supplement” and together with the Irish Collateral Supplement, the “Collateral Supplements”) dated as of the date hereof between CA Subsidiary Holdco and the Collateral Agent. Each of ILFC, Borrower, Parent Holdco, CA Subsidiary Holdco and Irish Subsidiary Holdco is referred payment to herein as an “Obligor”. Each of the Credit Agreement, the Security Agreement, the Account Control Agreement, the Intercreditor Agreement and the Collateral Supplements is referred to herein as a “Transaction Document”. Each of the Security Agreement, the Account Control Agreement and the Collateral Supplements is referred to herein as a “Security Document”. We have also examined and relied upon such records and statements and certificates of public officials and representatives and officers of the Obligors and other persons as we have deemed necessary as a basis for the opinions expressed below. As to factual matters relevant to our opinions expressed below, we have, without independent investigation, relied upon the foregoing and the representations and warranties made in or pursuant to the Transaction Documents. We have not reviewed the dockets or other records of any court, arbitrator or governmental or regulatory body or agency or conducted any other investigation or inquiry or otherwise established or verified any factual matter. In such examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as certified or photostatic copies. We have assumed that the Collateral does not include any Aircraft, Engines or Parts (as such terms are defined in the FAA Act), or Aircraft Objects Senior Indebtedness (as defined in Section 1.07 of Annex A attached hereto) on the Cape Town Convention)terms and conditions set forth in Annex A attached hereto, which Annex A is herein incorporated by reference and made a part hereof as if set forth herein in its entirety. The Company hereby waives presentment, demand, protest or leases thereof or other interests therein. Except as expressly opined on by us below, we have assumed, without investigation: (i) the due organization, valid existence and, to the extent applicable, good standing of each party to the Transaction Documents; (ii) that each party to the Transaction Documents has requisite power and authority to execute, deliver and perform its obligations under the Transaction Documents to which it is a party; (iii) that each Transaction Document has been duly authorized, executed and delivered by each party thereto; (iv) that each Transaction Document constitutes a valid, binding and enforceable obligation of each party thereto; (v) that the execution, delivery and performance by each party of the Transaction Documents to which it is a party do not contravene such party’s constitutional documents, violate any law, rule or regulation applicable to such party or result in any conflict with or breach notice of any agreement or instrument to which such party is a party or by which such party is bound; (vi) that each party to the Transaction Documents has obtained or made all consents, approvals, authorizations, filings, registrations, qualifications or recordations with each Governmental Authority required kind in connection with the executionthis Note. DHM HOLDING COMPANY, delivery and performance of the Transaction Documents; (vii) all applicable filings, registrations, recordations or other actions necessary to perfect as to ownership or security interest (except as set forth herein) including under the Cape Town Convention have been or will be made; (viii) for purposes of the Uniform Commercial Code of the State of New York (the “NYUCC”), Irish Subsidiary Holdco is deemed located in the District of Columbia; and (ix) the accuracy and completeness as of the date hereof of the certificates and other information and statements delivered or made to us by representatives and officers of each ObligorINC. We have made no investigation or review of any matters relating to the Obligors or any other person or entity other than as expressly described herein. Further, we have made no special investigation of the business operations of the Obligors or any other person or entity for the purpose of identifying laws or regulations to which the Obligors or any other person or entity are subject. With reference particularly to our opinion in paragraph 3 below, we note that our representation of the Obligors is limited to this and similar transactions and that we are not generally familiar with their respective affairs or operations. We have also assumed thatBy Name: Title: (i) all applicable chattel paper (as such term is defined in Article 9 of the NYUCC) constitutes “tangible chattel paper” within the meaning of Section 9-102 of the NYUCC and is located only in the State of New York and is in the possession of the Collateral Agent; (ii) the Collateral subject to the Lien of the Security Documents exists, and each applicable Obligor has rights in the applicable Collateral and has the power to transfer its rights in the applicable Collateral; (iii) the descriptions of the Collateral contained in, or attached as schedules to, the applicable Security Documents sufficiently describe the Collateral intended to be covered by such Security Documents; (iv) the Collateral does not include any “cooperative interest” or “commercial tort claim” (as such terms are defined in Article 9 of the NYUCC); (v) for purposes of Article 9 of the NY UCC, no statute, regulation or treaty of the United States is applicable to any of the Collateral; (vi) the certificates representing the Pledged Equity Interests (used herein to mean the certificates representing the Pledged Stock and the Pledged Beneficial Interests listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) of Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco and each Pledged Equity Party listed in Annex II to each Collateral Supplement is in the possession of the Collateral Agent, together with duly executed in blank instruments of transfer in respect thereof; and (vii) the instruments representing the Pledged Debt (used herein to mean the Pledged Debt instruments listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) are each in the possession of the Collateral Agent, together with duly executed in blank allonges in respect thereof. Based upon the foregoing and subject to the qualifications and limitations set forth below, we are of the opinion that: 1. Each Transaction Document is a valid and binding obligation of each Obligor party thereto, enforceable against such Obligor in accordance with its terms. 2. The execution and delivery by each Obligor of the Transaction Documents to which it is a party does not, and the performance by each Obligor of its obligations thereunder will not, cause such Obligor to violate any Generally Applicable Law (defined below). 3. No consent, approval or authorization of, and no filing, registration, qualification or recordation with, United States federal or State of New York governmental authorities pursuant to any Generally Applicable Law is required in connection with the execution and delivery and consummation of the transactions contemplated thereby by any Obligor of the Transaction Documents to which it is a party, other than (a) those that are specified in the Transaction Documents, (b) filings necessary to create, record, perfect or maintain the security interests created by the Security Agreement, (c) those that have been duly obtained, taken or made and (d) in the case of Collateral constituting securities, as may be required in connection with any disposition of such Collateral.

General Provisions. This Assignment 4.01 Any notice or communication to be given or made to either party shall be in writing and may be sufficiently given if messenger delivered or faxed to such party at the following addresses: To the Owner: Click here to enter text. Click here to enter text., Click here to enter text. Email: Click here to enter text. Fax: Click here to enter text. Attention: Click here to enter text. To the City: The City of Calgary, Infrastructure Planning (#8032) 5th Floor, Municipal Building, 000 Xxxxxxx Xxxxx S.E. Calgary, Alberta T2P 2M5 Fax: 000-000-0000 Attention: Manager, Infrastructure Planning, Water Resources With a copy to: The City of Calgary, Law, Legal Services (#8053) 12th Floor, Municipal Building, 000 Xxxxxxx Xxxxx S.E. Calgary, Alberta T2P 2M3 Fax: 000-000-0000 Attention: Manager, Planning & Environment Either party may change its address by notice given to the other in accordance with this section in which event this section shall be deemed to have been amended accordingly. Any notice or communication given in the foregoing manner shall be deemed to have been given and received on the date of delivery or fax. 4.02 In the event that the Director, Calgary Approvals Coordination, in his sole and unfettered discretion, claims that the Owner is in default in the performance of any of its obligations pursuant to this Agreement, the Director, Calgary Approvals Coordination shall give the Owner thirty (30) days written notice of such claimed default and shall require the Owner to rectify the same within the said thirty (30) day period, failing which the City may rectify such default at the Owner’s cost and the Owner shall, within thirty (30) days of receiving an invoice therefor, reimburse the City for all costs and expenses incurred by the City in so doing. 4.03 In the event that the Director, Calgary Approvals Coordination, in his sole and unfettered discretion, considers it necessary to undertake any immediate work or repairs in a situation which he considers to be an emergency, the Director, Calgary Approvals Coordination shall immediately notify the Owner in writing of such situation and shall then be entitled to forthwith cause such work to be done. Upon the completion of such emergency work, the Director, Calgary Approvals Coordination shall give written notice to the Owner of a default on the part of the Owner in the performance of the Owner’s obligations under this Agreement and the Owner shall, within thirty (30) days of receiving an invoice therefor, reimburse the City for all costs and expenses incurred by the City in undertaking such emergency work. 4.04 All sums payable by the Owner pursuant to this Agreement shall be payable within thirty (30) days of the Owner receiving an invoice therefor from the City. Any amounts unpaid after the due date shall bear interest in accordance with the City’s Unpaid General Accounts Bylaw 104/75, as amended from time to time. 4.05 Concurrent with the assignment, sale or transfer by the Owner or the Owner’s successor in title of all or any part of the Lands or any interest in the Lands, the Owner shall cause the assignee, purchaser or transferee to enter into an Assumption Agreement with the City, in content and form satisfactory to the Director, Calgary Approvals Coordination and the City Solicitor, respectively, such agreement to be duly executed by the assignee, purchaser or transferee. Upon receipt by the City of such Assumption Agreement, which will provide for the assumption by the assignee, purchaser or transferee of the obligations imposed by this Agreement which are then unsatisfied, the assignor, vendor or transferor shall, if it has no further interest in the Lands, be deemed to be released from such obligation. 4.06 The Owner agrees that the City shall have an interest in the Lands for the purpose of this Agreement and shall be entitled to file a caveat against the title to the Lands, claiming an interest pursuant thereto. The Owner agrees that this Agreement shall constitute a charge against the Lands for all sums payable or which may become payable to the City pursuant to the terms of this Agreement and the Owner encumbers the Lands for the benefit of the City with such sums to be paid pursuant to the terms of this Agreement. 4.07 The Owner shall pay all costs or expense incurred in registering or discharging any caveat or other encumbrance registered or discharged by the City pursuant to this Agreement. 4.08 Either party may waive any breach by the other of any provision contained in this Agreement or any default by the other in the observance or performance of any covenant or condition required to be observed or performed by the other under the terms of this Agreement provided that no such waiver shall be binding uponupon such party unless given in writing nor shall any such waiver extend to or be taken to affect any subsequent breach or default or to affect the right of the waiving party. 4.09 If any covenant or term of this Agreement or the application thereto to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, other than the covenant or term or portion thereof which is invalid or unenforceable, shall not be affected thereby and inure each covenant or term of this Agreement shall be valid and in force to the benefit ofextent permitted by law. 4.10 Time is, in all respects, of the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page essence of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. Agreement. 4.11 This Assignment and Assumption Agreement shall be construed in accordance with and governed by the laws of the State Province of New York. EXHIBIT D-1A April 12, 2012 To Alberta. 4.12 This Agreement shall be binding upon and enure to the Addressees Listed on Schedule 1 Ladies and Gentlemen: We have acted as New York counsel to International Lease Finance Corporation (“ILFC”) and the other Obligors as defined below in connection with the Term Loan Credit Agreement (the “Credit Agreement”) dated as benefit of the date hereof among Delos Aircraft Inc. as Borrower (“Borrower”)respective parties and their heirs, ILFCexecutors, Hyperion Aircraft Inc. (“Parent Holdco”)successors, Apollo Aircraft Inc. (“CA Subsidiary Holdco”), Artemis (Delos) Limited (“Irish Subsidiary Holdco”), the Lenders party thereto, Bank of America, N.A., as Administrative Agent and Bank of America, N.A., as Collateral Agent (the “Collateral Agent”). Capitalized terms used herein and not otherwise defined shall have the meanings given such terms successors in the Credit Agreement and the Security Agreement. This opinion is delivered pursuant to Sections 4.01(e) and 4.02(d) of the Credit Agreement. In rendering the opinions expressed below, we have examined executed copies of the following documents: (a) Credit Agreement; (b) Term Loan Security Agreement (the “Security Agreement”) dated as of the date hereof among Parent Holdco, Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco, the additional grantors party thereto and the Collateral Agent; (c) Account Control Agreement (the “Account Control Agreement”) dated as of the date hereof among the Securities Intermediary, Borrower and the Collateral Agent; (d) Intercreditor Agreement (the “Intercreditor Agreement”) dated as of the date hereof among Parent Holdco, Borrower, ILFC, CA Subsidiary Holdco, Irish Subsidiary Holdco and the Collateral Agent; (e) Collateral Supplement (the “Irish Collateral Supplement”) dated as of the date hereof between Irish Subsidiary Holdco and the Collateral Agent; and (f) Collateral Supplement (the “California Collateral Supplement” and together with the Irish Collateral Supplement, the “Collateral Supplements”) dated as of the date hereof between CA Subsidiary Holdco and the Collateral Agent. Each of ILFC, Borrower, Parent Holdco, CA Subsidiary Holdco and Irish Subsidiary Holdco is referred to herein as an “Obligor”. Each of the Credit Agreement, the Security Agreement, the Account Control Agreement, the Intercreditor Agreement and the Collateral Supplements is referred to herein as a “Transaction Document”. Each of the Security Agreement, the Account Control Agreement and the Collateral Supplements is referred to herein as a “Security Document”. We have also examined and relied upon such records and statements and certificates of public officials and representatives and officers of the Obligors and other persons as we have deemed necessary as a basis for the opinions expressed below. As to factual matters relevant to our opinions expressed below, we have, without independent investigation, relied upon the foregoing and the representations and warranties made in or pursuant to the Transaction Documents. We have not reviewed the dockets or other records of any court, arbitrator or governmental or regulatory body or agency or conducted any other investigation or inquiry or otherwise established or verified any factual matter. In such examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as certified or photostatic copies. We have assumed that the Collateral does not include any Aircraft, Engines or Parts (as such terms are defined in the FAA Act)title, or Aircraft Objects (as defined in the Cape Town Convention), or leases thereof or other interests therein. Except as expressly opined on by us below, we have assumed, without investigation: (i) the due organization, valid existence and, to the extent applicable, good standing of each party to the Transaction Documents; (ii) that each party to the Transaction Documents has requisite power and authority to execute, deliver and perform its obligations under the Transaction Documents to which it is a party; (iii) that each Transaction Document has been duly authorized, executed and delivered by each party thereto; (iv) that each Transaction Document constitutes a valid, binding and enforceable obligation of each party thereto; (v) that the execution, delivery and performance by each party of the Transaction Documents to which it is a party do not contravene such party’s constitutional documents, violate any law, rule or regulation applicable to such party or result in any conflict with or breach of any agreement or instrument to which such party is a party or by which such party is bound; (vi) that each party to the Transaction Documents has obtained or made all consents, approvals, authorizations, filings, registrations, qualifications or recordations with each Governmental Authority required in connection with the execution, delivery and performance of the Transaction Documents; (vii) all applicable filings, registrations, recordations or other actions necessary to perfect as to ownership or security interest (except as set forth herein) including under the Cape Town Convention have been or will be made; (viii) for purposes of the Uniform Commercial Code of the State of New York (the “NYUCC”), Irish Subsidiary Holdco is deemed located in the District of Columbia; and (ix) the accuracy and completeness as of the date hereof of the certificates and other information and statements delivered or made to us by representatives and officers of each Obligor. We have made no investigation or review of any matters relating to the Obligors or any other person or entity other than as expressly described herein. Further, we have made no special investigation of the business operations of the Obligors or any other person or entity for the purpose of identifying laws or regulations to which the Obligors or any other person or entity are subject. With reference particularly to our opinion in paragraph 3 below, we note that our representation of the Obligors is limited to this and similar transactions and that we are not generally familiar with their respective affairs or operations. We have also assumed that: (i) all applicable chattel paper (as such term is defined in Article 9 of the NYUCC) constitutes “tangible chattel paper” within the meaning of Section 9-102 of the NYUCC and is located only in the State of New York and is in the possession of the Collateral Agent; (ii) the Collateral subject to the Lien of the Security Documents exists, and each applicable Obligor has rights in the applicable Collateral and has the power to transfer its rights in the applicable Collateral; (iii) the descriptions of the Collateral contained in, or attached as schedules to, the applicable Security Documents sufficiently describe the Collateral intended to be covered by such Security Documents; (iv) the Collateral does not include any “cooperative interest” or “commercial tort claim” (as such terms are defined in Article 9 of the NYUCC); (v) for purposes of Article 9 of the NY UCC, no statute, regulation or treaty of the United States is applicable to any of the Collateral; (vi) the certificates representing the Pledged Equity Interests (used herein to mean the certificates representing the Pledged Stock and the Pledged Beneficial Interests listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) of Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco and each Pledged Equity Party listed in Annex II to each Collateral Supplement is in the possession of the Collateral Agent, together with duly executed in blank instruments of transfer in respect thereof; and (vii) the instruments representing the Pledged Debt (used herein to mean the Pledged Debt instruments listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) are each in the possession of the Collateral Agent, together with duly executed in blank allonges in respect thereof. Based upon the foregoing and subject to the qualifications and limitations set forth below, we are of the opinion that: 1. Each Transaction Document is a valid and binding obligation of each Obligor party thereto, enforceable against such Obligor in accordance with its termsassigns. 2. The execution and delivery by each Obligor of the Transaction Documents to which it is a party does not, and the performance by each Obligor of its obligations thereunder will not, cause such Obligor to violate any Generally Applicable Law (defined below). 3. No consent, approval or authorization of, and no filing, registration, qualification or recordation with, United States federal or State of New York governmental authorities pursuant to any Generally Applicable Law is required in connection with the execution and delivery and consummation of the transactions contemplated thereby by any Obligor of the Transaction Documents to which it is a party, other than (a) those that are specified in the Transaction Documents, (b) filings necessary to create, record, perfect or maintain the security interests created by the Security Agreement, (c) those that have been duly obtained, taken or made and (d) in the case of Collateral constituting securities, as may be required in connection with any disposition of such Collateral.

General Provisions. 15.1 This Assignment Agreement will be governed by and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be construed in accordance with and governed by the laws of the State of New York, United States of America, with the exclusions of its conflicts of law provisions. 15.2 If, within thirty (30) days from the date of any notice of dispute from a Party to any other Party, such Parties are unable to resolve the issue, then either Party may initiate the binding arbitration to resolve such dispute by written notice to such other Party upon expiration of such thirty (30) day period. EXHIBIT D-1A April 12, 2012 To Any dispute between the Addressees Listed on Schedule 1 Ladies and Gentlemen: We have acted as New York counsel to International Lease Finance Corporation (“ILFC”) and the other Obligors as defined below Parties arising in connection with this Agreement shall be exclusively resolved by arbitration pursuant to Technical Assistance Support Services Agreement for FWA Equipment -------------------------------------------------------------------------------- the Term Loan Credit Agreement (the “Credit Agreement”) dated as Rules of Conciliation and Arbitration of the date hereof among Delos Aircraft Inc. International Chamber of Commerce then in force. The arbitration proceedings pursuant to this Section 18(c) shall take place in the English language in the City of Miami, State of Florida, before a panel of three (3) arbitrators appointed in accordance with the aforementioned rules. The decision of the arbitrators shall be final and binding upon the Parties and their respective successors and assigns. The decision and award rendered by the arbitrators may be entered in any court of competent jurisdiction and any such court may order the enforcement of such award against the Parties and their respective successors and assigns. 15.3 EACH PARTY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF, OR RELATING TO, THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREIN, INCLUDING ANY ORDER ISSUED AND ACCEPTED HEREUNDER. 15.4 The terms and conditions stated herein, together with its Exhibits A, B, and C attached hereto, are the complete and exclusive statement of the agreement between the parties with respect to the Services (including the provision of the Software Enhancement Release and its related services) described herein. There are no representations, warranties, promises, covenants or undertakings between the parties except as Borrower (“Borrower”)described in this Agreement. 15.5 If any of the provisions of this Agreement are found to be invalid under an applicable statute or rule of law, ILFCthey are to be enforced to the maximum extent permitted by law and beyond such extent are to be deemed omitted from this Agreement, Hyperion Aircraft Inc. (“Parent Holdco”)without affecting the validity of any other provision of this Agreement. 15.6 The headings and captions in this Agreement are for convenience only and shall not be used to construe the meaning of this Agreement. 15.7 Customer agrees not to assign or otherwise transfer this Agreement or Customer's rights under it, Apollo Aircraft Inc. (“CA Subsidiary Holdco”)or delegate Customer's obligations, Artemis (Delos) Limited (“Irish Subsidiary Holdco”)without Nortel Networks' prior written consent, and any attempt to do so is void. Notwithstanding the Lenders party theretoforegoing, Bank Nortel Networks may assign or otherwise transfer this Agreement or its rights under it, or delegate its obligations, to any of Americaits affiliates or to any purchaser of the FWA Business, N.A., as Administrative Agent under the terms set forth in Section 20 of the FWA Supply Contract. 15.8 Any changes to this Agreement must be made by mutual agreement and Bank of America, N.A., as Collateral Agent (the “Collateral Agent”). in writing. 15.9 Capitalized terms used herein and not otherwise defined in this Agreement without definition shall have the meanings given such meaning assigned to those terms in the Credit Agreement and the Security Agreement. This opinion is delivered pursuant to Sections 4.01(e) and 4.02(d) of the Credit Agreement. In rendering the opinions expressed below, we have examined executed copies of the following documents: (a) Credit Agreement; (b) Term Loan Security Agreement (the “Security Agreement”) dated as of the date hereof among Parent Holdco, Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco, the additional grantors party thereto and the Collateral Agent; (c) Account Control Agreement (the “Account Control Agreement”) dated as of the date hereof among the Securities Intermediary, Borrower and the Collateral Agent; (d) Intercreditor Agreement (the “Intercreditor Agreement”) dated as of the date hereof among Parent Holdco, Borrower, ILFC, CA Subsidiary Holdco, Irish Subsidiary Holdco and the Collateral Agent; (e) Collateral Supplement (the “Irish Collateral Supplement”) dated as of the date hereof between Irish Subsidiary Holdco and the Collateral Agent; and (f) Collateral Supplement (the “California Collateral Supplement” and together with the Irish Collateral Supplement, the “Collateral Supplements”) dated as of the date hereof between CA Subsidiary Holdco and the Collateral Agent. Each of ILFC, Borrower, Parent Holdco, CA Subsidiary Holdco and Irish Subsidiary Holdco is referred to herein as an “Obligor”. Each of the Credit Agreement, the Security Agreement, the Account Control Agreement, the Intercreditor Agreement and the Collateral Supplements is referred to herein as a “Transaction Document”. Each of the Security Agreement, the Account Control Agreement and the Collateral Supplements is referred to herein as a “Security Document”. We have also examined and relied upon such records and statements and certificates of public officials and representatives and officers of the Obligors and other persons as we have deemed necessary as a basis for the opinions expressed below. As to factual matters relevant to our opinions expressed below, we have, without independent investigation, relied upon the foregoing and the representations and warranties made in or pursuant to the Transaction Documents. We have not reviewed the dockets or other records of any court, arbitrator or governmental or regulatory body or agency or conducted any other investigation or inquiry or otherwise established or verified any factual matter. In such examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as certified or photostatic copies. We have assumed that the Collateral does not include any Aircraft, Engines or Parts (as such terms are defined in the FAA Act), or Aircraft Objects (as defined in the Cape Town Convention), or leases thereof or other interests therein. Except as expressly opined on by us below, we have assumed, without investigation: (i) the due organization, valid existence and, to the extent applicable, good standing of each party to the Transaction Documents; (ii) that each party to the Transaction Documents has requisite power and authority to execute, deliver and perform its obligations under the Transaction Documents to which it is a party; (iii) that each Transaction Document has been duly authorized, executed and delivered by each party thereto; (iv) that each Transaction Document constitutes a valid, binding and enforceable obligation of each party thereto; (v) that the execution, delivery and performance by each party of the Transaction Documents to which it is a party do not contravene such party’s constitutional documents, violate any law, rule or regulation applicable to such party or result in any conflict with or breach of any agreement or instrument to which such party is a party or by which such party is bound; (vi) that each party to the Transaction Documents has obtained or made all consents, approvals, authorizations, filings, registrations, qualifications or recordations with each Governmental Authority required in connection with the execution, delivery and performance of the Transaction Documents; (vii) all applicable filings, registrations, recordations or other actions necessary to perfect as to ownership or security interest (except as set forth herein) including under the Cape Town Convention have been or will be made; (viii) for purposes of the Uniform Commercial Code of the State of New York (the “NYUCC”), Irish Subsidiary Holdco is deemed located in the District of Columbia; and (ix) the accuracy and completeness as of the date hereof of the certificates and other information and statements delivered or made to us by representatives and officers of each Obligor. We have made no investigation or review of any matters relating to the Obligors or any other person or entity other than as expressly described herein. Further, we have made no special investigation of the business operations of the Obligors or any other person or entity for the purpose of identifying laws or regulations to which the Obligors or any other person or entity are subject. With reference particularly to our opinion in paragraph 3 below, we note that our representation of the Obligors is limited to this and similar transactions and that we are not generally familiar with their respective affairs or operations. We have also assumed that: (i) all applicable chattel paper (as such term is defined in Article 9 of the NYUCC) constitutes “tangible chattel paper” within the meaning of Section 9-102 of the NYUCC and is located only in the State of New York and is in the possession of the Collateral Agent; (ii) the Collateral subject to the Lien of the Security Documents exists, and each applicable Obligor has rights in the applicable Collateral and has the power to transfer its rights in the applicable Collateral; (iii) the descriptions of the Collateral contained in, or attached as schedules to, the applicable Security Documents sufficiently describe the Collateral intended to be covered by such Security Documents; (iv) the Collateral does not include any “cooperative interest” or “commercial tort claim” (as such terms are defined in Article 9 of the NYUCC); (v) for purposes of Article 9 of the NY UCC, no statute, regulation or treaty of the United States is applicable to any of the Collateral; (vi) the certificates representing the Pledged Equity Interests (used herein to mean the certificates representing the Pledged Stock and the Pledged Beneficial Interests listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) of Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco and each Pledged Equity Party listed in Annex II to each Collateral Supplement is in the possession of the Collateral Agent, together with duly executed in blank instruments of transfer in respect thereof; and (vii) the instruments representing the Pledged Debt (used herein to mean the Pledged Debt instruments listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) are each in the possession of the Collateral Agent, together with duly executed in blank allonges in respect thereof. Based upon the foregoing and subject to the qualifications and limitations set forth below, we are of the opinion that: 1. Each Transaction Document is a valid and binding obligation of each Obligor party thereto, enforceable against such Obligor in accordance with its termsFWA Supply Contract. 2. The execution and delivery by each Obligor of the Transaction Documents to which it is a party does not, and the performance by each Obligor of its obligations thereunder will not, cause such Obligor to violate any Generally Applicable Law (defined below). 3. No consent, approval or authorization of, and no filing, registration, qualification or recordation with, United States federal or State of New York governmental authorities pursuant to any Generally Applicable Law is required in connection with the execution and delivery and consummation of the transactions contemplated thereby by any Obligor of the Transaction Documents to which it is a party, other than (a) those that are specified in the Transaction Documents, (b) filings necessary to create, record, perfect or maintain the security interests created by the Security Agreement, (c) those that have been duly obtained, taken or made and (d) in the case of Collateral constituting securities, as may be required in connection with any disposition of such Collateral.

General Provisions. This Affiliated Lender Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Affiliated Lender Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Affiliated Lender Assignment and Assumption by telecopy facsimile or by email as a “.pdf” or “.tif” attachment shall be effective as delivery of a manually executed counterpart of this Affiliated Lender Assignment and Assumption. This Affiliated Lender Assignment and Assumption shall be construed in accordance with and governed by the laws of the State of New York. EXHIBIT D-1A April 12Royal Bank of Canada, 2012 To as Administrative Agent for the Addressees Listed on Schedule 1 Lenders referred to below c/o RBC Agency Services Group 00 Xxxx Xxxxxx Xxxx 0xx Xxxxx, Xxxxx Tower Toronto, Ontario M5H 1C4 Attention: Manager, Agency Services Fax: (000) 000-0000 Email: xxxxx.xxxxxxx@xxxxx.xxx Telephone: (000) 000-0000 [·] [·], 20[·](12) Ladies and Gentlemen: We have acted Reference is hereby made to that certain Second Lien Credit Agreement dated as New York counsel to International Lease Finance Corporation of May 14, 2014 (as amended, restated, amended and restated, supplemented or otherwise modified and in effect on the date hereof, the “ILFCSecond Lien Credit Agreement”) ), by and among, inter alios, Xxxxxxxx Intermediate, Inc., a Delaware corporation, as Holdings, Xxxxxxxx Corporation, a Delaware corporation, as the Top Borrower, and the other Obligors as defined below in connection with the Term Loan Credit Agreement (the “Credit Agreement”) dated as of the date hereof among Delos Aircraft Inc. as Borrower (“Borrower”), ILFC, Hyperion Aircraft Inc. (“Parent Holdco”), Apollo Aircraft Inc. (“CA Subsidiary Holdco”), Artemis (Delos) Limited (“Irish Subsidiary Holdco”)Borrowers party thereto, the Lenders from time to time party thereto, thereto and Royal Bank of AmericaCanada, N.A., in its capacities as Administrative Agent administrative agent and Bank of America, N.A., as Collateral Agent (collateral agent for the “Collateral Agent”)Lenders. Capitalized terms Terms defined in the Second Lien Credit Agreement are used herein and not with the same meanings unless otherwise defined shall have herein. The undersigned hereby gives you notice pursuant to Section 2.03 of the meanings given such terms in the Second Lien Credit Agreement that it requests the Borrowings under the Second Lien Credit Agreement to be made on [·] [·], 20[·], and in that connection sets forth below the Security Agreement. This opinion is delivered pursuant terms on which the Borrowings are requested to Sections 4.01(e) and 4.02(d) of the Credit Agreement. In rendering the opinions expressed below, we have examined executed copies of the following documentsbe made: (aA) Credit Agreement; (bBorrower [Xxxxxxxx Parent, Inc.](13) Term Loan Security Agreement (the “Security Agreement”[Xxxxxxxx Corporation](14) dated as of the date hereof among Parent Holdco[Bluefin Tuna Merger Sub, BorrowerInc.](15) [iHealth Technologies, Irish Subsidiary HoldcoInc.](16) [Bluefin Tuna Finance Sub 1, CA Subsidiary HoldcoInc.](17) [Xxxxxxxx International Holdings, the additional grantors party thereto and the Collateral Agent; (cInc.](18) Account Control Agreement (the “Account Control Agreement”[Bluefin Tuna Finance Sub 2, Inc.](19) dated as of the date hereof among the Securities Intermediary[Xxxxxxxx, Borrower and the Collateral Agent; (d) Intercreditor Agreement (the “Intercreditor Agreement”) dated as of the date hereof among Parent Holdco, Borrower, ILFC, CA Subsidiary Holdco, Irish Subsidiary Holdco and the Collateral Agent; (e) Collateral Supplement (the “Irish Collateral Supplement”) dated as of the date hereof between Irish Subsidiary Holdco and the Collateral Agent; and (f) Collateral Supplement (the “California Collateral Supplement” and together with the Irish Collateral Supplement, the “Collateral Supplements”) dated as of the date hereof between CA Subsidiary Holdco and the Collateral Agent. Each of ILFC, Borrower, Parent Holdco, CA Subsidiary Holdco and Irish Subsidiary Holdco is referred to herein as an “Obligor”. Each of the Credit Agreement, the Security Agreement, the Account Control Agreement, the Intercreditor Agreement and the Collateral Supplements is referred to herein as a “Transaction Document”. Each of the Security Agreement, the Account Control Agreement and the Collateral Supplements is referred to herein as a “Security Document”. We have also examined and relied upon such records and statements and certificates of public officials and representatives and officers of the Obligors and other persons as we have deemed necessary as a basis for the opinions expressed below. As to factual matters relevant to our opinions expressed below, we have, without independent investigation, relied upon the foregoing and the representations and warranties made in or pursuant to the Transaction Documents. We have not reviewed the dockets or other records of any court, arbitrator or governmental or regulatory body or agency or conducted any other investigation or inquiry or otherwise established or verified any factual matter. In such examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as certified or photostatic copies. We have assumed that the Collateral does not include any Aircraft, Engines or Parts (as such terms are defined in the FAA ActLLC.](20), or Aircraft Objects (as defined in the Cape Town Convention), or leases thereof or other interests therein. Except as expressly opined on by us below, we have assumed, without investigation: (i) the due organization, valid existence and, to the extent applicable, good standing of each party to the Transaction Documents; (ii) that each party to the Transaction Documents has requisite power and authority to execute, deliver and perform its obligations under the Transaction Documents to which it is a party; (iii) that each Transaction Document has been duly authorized, executed and delivered by each party thereto; (iv) that each Transaction Document constitutes a valid, binding and enforceable obligation of each party thereto; (v) that the execution, delivery and performance by each party of the Transaction Documents to which it is a party do not contravene such party’s constitutional documents, violate any law, rule or regulation applicable to such party or result in any conflict with or breach of any agreement or instrument to which such party is a party or by which such party is bound; (vi) that each party to the Transaction Documents has obtained or made all consents, approvals, authorizations, filings, registrations, qualifications or recordations with each Governmental Authority required in connection with the execution, delivery and performance of the Transaction Documents; (vii) all applicable filings, registrations, recordations or other actions necessary to perfect as to ownership or security interest (except as set forth herein) including under the Cape Town Convention have been or will be made; (viii) for purposes of the Uniform Commercial Code of the State of New York (the “NYUCC”), Irish Subsidiary Holdco is deemed located in the District of Columbia; and (ix) the accuracy and completeness as of the date hereof of the certificates and other information and statements delivered or made to us by representatives and officers of each Obligor. We have made no investigation or review of any matters relating to the Obligors or any other person or entity other than as expressly described herein. Further, we have made no special investigation of the business operations of the Obligors or any other person or entity for the purpose of identifying laws or regulations to which the Obligors or any other person or entity are subject. With reference particularly to our opinion in paragraph 3 below, we note that our representation of the Obligors is limited to this and similar transactions and that we are not generally familiar with their respective affairs or operations. We have also assumed that: (i) all applicable chattel paper (as such term is defined in Article 9 of the NYUCC) constitutes “tangible chattel paper” within the meaning of Section 9-102 of the NYUCC and is located only in the State of New York and is in the possession of the Collateral Agent; (ii) the Collateral subject to the Lien of the Security Documents exists, and each applicable Obligor has rights in the applicable Collateral and has the power to transfer its rights in the applicable Collateral; (iii) the descriptions of the Collateral contained in, or attached as schedules to, the applicable Security Documents sufficiently describe the Collateral intended to be covered by such Security Documents; (iv) the Collateral does not include any “cooperative interest” or “commercial tort claim” (as such terms are defined in Article 9 of the NYUCC); (v) for purposes of Article 9 of the NY UCC, no statute, regulation or treaty of the United States is applicable to any of the Collateral; (vi) the certificates representing the Pledged Equity Interests (used herein to mean the certificates representing the Pledged Stock and the Pledged Beneficial Interests listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) of Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco and each Pledged Equity Party listed in Annex II to each Collateral Supplement is in the possession of the Collateral Agent, together with duly executed in blank instruments of transfer in respect thereof; and (vii) the instruments representing the Pledged Debt (used herein to mean the Pledged Debt instruments listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) are each in the possession of the Collateral Agent, together with duly executed in blank allonges in respect thereof. Based upon the foregoing and subject to the qualifications and limitations set forth below, we are of the opinion that: 1. Each Transaction Document is a valid and binding obligation of each Obligor party thereto, enforceable against such Obligor in accordance with its terms. 2. The execution and delivery by each Obligor of the Transaction Documents to which it is a party does not, and the performance by each Obligor of its obligations thereunder will not, cause such Obligor to violate any Generally Applicable Law (defined below). 3. No consent, approval or authorization of, and no filing, registration, qualification or recordation with, United States federal or State of New York governmental authorities pursuant to any Generally Applicable Law is required in connection with the execution and delivery and consummation of the transactions contemplated thereby by any Obligor of the Transaction Documents to which it is a party, other than (a) those that are specified in the Transaction Documents, (b) filings necessary to create, record, perfect or maintain the security interests created by the Security Agreement, (c) those that have been duly obtained, taken or made and (d) in the case of Collateral constituting securities, as may be required in connection with any disposition of such Collateral.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with with, the law of the Commonwealth of Puerto Rico. Maturity Date: May 3, 2013 $ [Date] FOR VALUE RECEIVED, the undersigned, PUERTO RICO ELECTRIC POWER AUTHORITY, a public corporation and governed government instrumentality of the Commonwealth of Puerto Rico (the “Borrower”), hereby unconditionally promises to pay to the order of [ ] (the “Lender”) in lawful money of the United States of America and in immediately available funds, the principal amount of [ ] ($[ ]), or, if less, the aggregate unpaid and outstanding principal amount of the Advances made by the laws Lender pursuant to the Credit Agreement, dated as of the State of New York. EXHIBIT D-1A April 12May 4, 2012 To the Addressees Listed on Schedule 1 Ladies and Gentlemen: We have acted as New York counsel to International Lease Finance Corporation (“ILFC”) and the other Obligors as defined below in connection with the Term Loan Credit Agreement (the “Credit Agreement”) dated as of the date hereof among Delos Aircraft Inc. as Borrower (“Borrower”), ILFC, Hyperion Aircraft Inc. (“Parent Holdco”), Apollo Aircraft Inc. (“CA Subsidiary Holdco”), Artemis (Delos) Limited (“Irish Subsidiary Holdco”)among the Borrower, the Lenders lenders party thereto, Bank of America, N.A.and Scotiabank de Puerto Rico, as Administrative Agent Agent, plus any interest, any other amounts due and Bank of Americapayable to the Lender pursuant to and as described in the Credit Agreement (collectively, N.A., as Collateral Agent (the “Collateral AgentObligations”). This promissory note is one of the Notes referred to in the Credit Agreement and is entitled to the benefits of, and subject to the terms of, the Credit Agreement. Capitalized terms used herein and not otherwise defined shall without definition have the meanings given such terms assigned to them in the Credit Agreement and the Security Agreement. This opinion is delivered pursuant to Sections 4.01(e) and 4.02(d) of the Credit Agreement. In rendering the opinions expressed below, we have examined executed copies This Note shall not be deemed to constitute a debt or obligation of the following documents: (a) Commonwealth of Puerto Rico or any of its municipalities or other political subdivisions other than the Borrower, and neither the Commonwealth of Puerto Rico nor any such municipalities or other political subdivisions other than the Borrower are liable for the payment of this Note or interest thereon or any amounts due under the Credit Agreement; (b) Term Loan Security Agreement (the “Security Agreement”) dated as of the date hereof among Parent Holdco, Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco, the additional grantors party thereto but this Note and the Collateral Agent; (c) Account Control interest thereon and amounts due under the Credit Agreement (the “Account Control Agreement”) dated shall be payable as of the date hereof among the Securities Intermediary, Borrower and the Collateral Agent; (d) Intercreditor Agreement (the “Intercreditor Agreement”) dated as of the date hereof among Parent Holdco, Borrower, ILFC, CA Subsidiary Holdco, Irish Subsidiary Holdco and the Collateral Agent; (e) Collateral Supplement (the “Irish Collateral Supplement”) dated as of the date hereof between Irish Subsidiary Holdco and the Collateral Agent; and (f) Collateral Supplement (the “California Collateral Supplement” and together with the Irish Collateral Supplement, the “Collateral Supplements”) dated as of the date hereof between CA Subsidiary Holdco and the Collateral Agent. Each of ILFC, Borrower, Parent Holdco, CA Subsidiary Holdco and Irish Subsidiary Holdco is referred to herein as an “Obligor”. Each of provided in the Credit Agreement, the Security Resolution (hereinafter defined) and the Trust Agreement (hereinafter defined). The principal amount hereof is payable on the Maturity Date and otherwise in accordance with the Credit Agreement. This Note is subject to prepayment as provided in the Credit Agreement. The Borrower further agrees to pay, in lawful money of the United States of America and in immediately available funds, interest from the date hereof on the unpaid and outstanding principal amount hereof until such unpaid and outstanding principal amount shall become due and payable (whether at stated maturity, by acceleration or otherwise) at the rate or rates set forth in the Credit Agreement, and at the Account Control times set forth in the Credit Agreement, the Intercreditor Agreement and the Collateral Supplements is referred Borrower agrees to herein pay other Obligations as a “Transaction Document”provided in the Credit Agreement. Each This Note shall bear interest at the rate provided in the Agreement. The date, amount and interest rate of each Advance, and each payment made on account thereof, shall be evidenced by records maintained by the Administrative Agent in the ordinary course of its business. Such records maintained by the Agent shall constitute prima facie evidence of the Security accuracy of the information so recorded in the absence of manifest error, provided that the failure to make such recordation or any error therein shall not limit or otherwise affect the obligations of the Borrower hereunder or under the Credit Agreement in respect of the Advances. The holder of this Note may, at its option, also record the date and amount of the Advances, the date and amount of each prepayment of principal thereof and the amount of unpaid principal with respect thereto on Schedule 1 annexed hereto and constituting a part hereof, and any such recordation shall constitute prima facie evidence of the accuracy of the information so recorded in the absence of manifest error, provided that the failure of the holder of this Note to make such recordation or any error therein shall not limit or otherwise affect the obligations of the Borrower hereunder or under the Credit Agreement in respect of the Advances. In case an Event of Default shall occur and be continuing, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, as provided in the Credit Agreement, the Account Control Agreement and the Collateral Supplements is referred to herein as a “Security Document”. We have also examined and relied upon such records and statements and certificates of public officials and representatives and officers of the Obligors and other persons as we have deemed necessary as a basis without presentment, demand for the opinions expressed below. As to factual matters relevant to our opinions expressed belowpayment, we have, without independent investigation, relied upon the foregoing and the representations and warranties made in protest or pursuant to the Transaction Documents. We have not reviewed the dockets or other records notice of any courtkind, arbitrator or governmental or regulatory body or agency or conducted any other investigation or inquiry or otherwise established or verified any factual matterall of which are expressly waived by Borrower. In such examinationThe Borrower agrees to pay all costs and expenses, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as certified or photostatic copies. We have assumed that the Collateral does not include any Aircraft, Engines or Parts (as such terms are defined in the FAA Act), or Aircraft Objects (as defined in the Cape Town Convention), or leases thereof or other interests therein. Except as expressly opined on by us below, we have assumed, without investigation: (i) the due organization, valid existence and, to the extent applicable, good standing of each party to the Transaction Documents; (ii) that each party to the Transaction Documents has requisite power and authority to execute, deliver and perform its obligations under the Transaction Documents to which it is a party; (iii) that each Transaction Document has been duly authorized, executed and delivered by each party thereto; (iv) that each Transaction Document constitutes a valid, binding and enforceable obligation of each party thereto; (v) that the execution, delivery and performance by each party of the Transaction Documents to which it is a party do not contravene such party’s constitutional documents, violate any law, rule or regulation applicable to such party or result in any conflict with or breach of any agreement or instrument to which such party is a party or by which such party is bound; (vi) that each party to the Transaction Documents has obtained or made all consents, approvals, authorizations, filings, registrations, qualifications or recordations with each Governmental Authority required including reasonable attorneys’ fees incurred in connection with the executioninterpretation or enforcement of this Note, delivery as permitted by and performance of in accordance with the Transaction Documents; (vii) all applicable filings, registrations, recordations or other actions necessary to perfect Credit Agreement. This Note is payable by the Borrower as to ownership or security interest (except as set forth herein) including a “Current Expense” under the Cape Town Convention have been or will be made; (viii) for purposes Trust Agreement, dated as of January 1, 1974, as amended and supplemented, by and between the Uniform Commercial Code of Borrower and the State of New York U.S. Bank National Association, as successor trustee (the “NYUCCTrust Agreement’), pursuant to Resolution No. 3909 adopted by the Borrower on April 12, 2012 and a Certificate of Determination, dated May 4, 2012, executed by the Executive Director of the Authority (collectively, the “Resolution”), Irish Subsidiary Holdco is deemed located in the District of Columbia; and (ix) the accuracy and completeness as of the date hereof of the certificates and other information and statements delivered or made to us by representatives and officers of each Obligor. We have made no investigation or review of any matters relating to the Obligors or any other person or entity other than as expressly described herein. Further, we have made no special investigation of the business operations of the Obligors or any other person or entity for the purpose of identifying laws or regulations to which the Obligors or any other person or entity are subject. With reference particularly to our opinion in paragraph 3 below, we note that our representation of the Obligors is limited to this and similar transactions and that we are not generally familiar with their respective affairs or operations. We have also assumed that: (i) all applicable chattel paper (as such term is defined in Article 9 of the NYUCC) constitutes “tangible chattel paper” within the meaning of Section 9-102 of the NYUCC and is located only in the State of New York and is in the possession of the Collateral Agent; (ii) the Collateral subject to the Lien of the Security Documents exists, terms and each applicable Obligor has rights provisions set forth in the applicable Collateral and has the power Trust Agreement relating to transfer its rights in the applicable Collateral; (iii) the descriptions of the Collateral contained inCurrent Expenses. THIS NOTE SHALL BE GOVERNED BY, or attached as schedules toAND CONSTRUED AND IN ACCORDANCE WITH, the applicable Security Documents sufficiently describe the Collateral intended to be covered by such Security Documents; (iv) the Collateral does not include any “cooperative interest” or “commercial tort claim” (as such terms are defined in Article 9 of the NYUCC); (v) for purposes of Article 9 of the NY UCC, no statute, regulation or treaty of the United States is applicable to any of the Collateral; (vi) the certificates representing the Pledged Equity Interests (used herein to mean the certificates representing the Pledged Stock and the Pledged Beneficial Interests listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) of Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco and each Pledged Equity Party listed in Annex II to each Collateral Supplement is in the possession of the Collateral Agent, together with duly executed in blank instruments of transfer in respect thereof; and (vii) the instruments representing the Pledged Debt (used herein to mean the Pledged Debt instruments listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) are each in the possession of the Collateral Agent, together with duly executed in blank allonges in respect thereof. Based upon the foregoing and subject to the qualifications and limitations set forth below, we are of the opinion that: 1. Each Transaction Document is a valid and binding obligation of each Obligor party thereto, enforceable against such Obligor in accordance with its termsTHE LAW OF THE COMMONWEALTH OF PUERTO RICO. 2. The execution and delivery by each Obligor of the Transaction Documents to which it is a party does not, and the performance by each Obligor of its obligations thereunder will not, cause such Obligor to violate any Generally Applicable Law (defined below). 3. No consent, approval or authorization of, and no filing, registration, qualification or recordation with, United States federal or State of New York governmental authorities pursuant to any Generally Applicable Law is required in connection with the execution and delivery and consummation of the transactions contemplated thereby by any Obligor of the Transaction Documents to which it is a party, other than (a) those that are specified in the Transaction Documents, (b) filings necessary to create, record, perfect or maintain the security interests created by the Security Agreement, (c) those that have been duly obtained, taken or made and (d) in the case of Collateral constituting securities, as may be required in connection with any disposition of such Collateral.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with and governed by with, the laws law of the State of New York. EXHIBIT D-1A April 12, 2012 To the Addressees Listed on Schedule 1 Ladies and Gentlemen: We have acted as New York counsel to International Lease Finance Corporation (“ILFC”) and the other Obligors as defined below in connection with the Term Loan Credit Agreement (the “Credit Agreement”) dated as of the date hereof among Delos Aircraft Inc. as Borrower (“Borrower”), ILFC, Hyperion Aircraft Inc. (“Parent Holdco”), Apollo Aircraft Inc. (“CA Subsidiary Holdco”), Artemis (Delos) Limited (“Irish Subsidiary Holdco”), the Lenders party thereto, Bank of AmericaJPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders parties to the Credit Agreement referred to below 10 X. Xxxxxxxx, Floor 7 Mail Code IL1-0010 Cxxxxxx, XX 00000 Attention: Mxxxxxx Xxxxxxx Email: mxxxxxx.x.xxxxxxx@jxxxxxxx.xxx phone: (000) 000-0000 Fax: (000) 000-0000 Ladies and Bank Gentlemen: The undersigned, Northern Illinois Gas Company, refers to the Credit Agreement, dated as of AmericaMay 11, 2009 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”, the terms defined therein being used herein as therein defined), among the Borrower, the Lenders parties thereto, and JPMorgan Chase Bank, N.A., as Collateral Administrative Agent for said Lenders, and hereby gives you notice, irrevocably, pursuant to Section 2.4(a) of the Credit Agreement that the undersigned hereby requests a Borrowing under the Credit Agreement, and in that connection sets forth below the information relating to such Borrowing (the “Collateral AgentProposed Borrowing”). Capitalized terms used herein and not otherwise defined shall have the meanings given such terms in the Credit Agreement and the Security Agreement. This opinion is delivered pursuant to Sections 4.01(e) and 4.02(das required by Section 2.4(a) of the Credit Agreement. In rendering the opinions expressed below, we have examined executed copies of the following documents: (a) Credit Agreement; (b) Term Loan Security Agreement (the “Security Agreement”) dated as of the date hereof among Parent Holdco, Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco, the additional grantors party thereto and the Collateral Agent; (c) Account Control Agreement (the “Account Control Agreement”) dated as of the date hereof among the Securities Intermediary, Borrower and the Collateral Agent; (d) Intercreditor Agreement (the “Intercreditor Agreement”) dated as of the date hereof among Parent Holdco, Borrower, ILFC, CA Subsidiary Holdco, Irish Subsidiary Holdco and the Collateral Agent; (e) Collateral Supplement (the “Irish Collateral Supplement”) dated as of the date hereof between Irish Subsidiary Holdco and the Collateral Agent; and (f) Collateral Supplement (the “California Collateral Supplement” and together with the Irish Collateral Supplement, the “Collateral Supplements”) dated as of the date hereof between CA Subsidiary Holdco and the Collateral Agent. Each of ILFC, Borrower, Parent Holdco, CA Subsidiary Holdco and Irish Subsidiary Holdco is referred to herein as an “Obligor”. Each of the Credit Agreement, the Security Agreement, the Account Control Agreement, the Intercreditor Agreement and the Collateral Supplements is referred to herein as a “Transaction Document”. Each of the Security Agreement, the Account Control Agreement and the Collateral Supplements is referred to herein as a “Security Document”. We have also examined and relied upon such records and statements and certificates of public officials and representatives and officers of the Obligors and other persons as we have deemed necessary as a basis for the opinions expressed below. As to factual matters relevant to our opinions expressed below, we have, without independent investigation, relied upon the foregoing and the representations and warranties made in or pursuant to the Transaction Documents. We have not reviewed the dockets or other records of any court, arbitrator or governmental or regulatory body or agency or conducted any other investigation or inquiry or otherwise established or verified any factual matter. In such examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as certified or photostatic copies. We have assumed that the Collateral does not include any Aircraft, Engines or Parts (as such terms are defined in the FAA Act), or Aircraft Objects (as defined in the Cape Town Convention), or leases thereof or other interests therein. Except as expressly opined on by us below, we have assumed, without investigation: (i) the due organization, valid existence and, to the extent applicable, good standing of each party to the Transaction Documents; (ii) that each party to the Transaction Documents has requisite power and authority to execute, deliver and perform its obligations under the Transaction Documents to which it is a party; (iii) that each Transaction Document has been duly authorized, executed and delivered by each party thereto; (iv) that each Transaction Document constitutes a valid, binding and enforceable obligation of each party thereto; (v) that the execution, delivery and performance by each party of the Transaction Documents to which it is a party do not contravene such party’s constitutional documents, violate any law, rule or regulation applicable to such party or result in any conflict with or breach of any agreement or instrument to which such party is a party or by which such party is bound; (vi) that each party to the Transaction Documents has obtained or made all consents, approvals, authorizations, filings, registrations, qualifications or recordations with each Governmental Authority required in connection with the execution, delivery and performance of the Transaction Documents; (vii) all applicable filings, registrations, recordations or other actions necessary to perfect as to ownership or security interest (except as set forth herein) including under the Cape Town Convention have been or will be made; (viii) for purposes of the Uniform Commercial Code of the State of New York (the “NYUCC”), Irish Subsidiary Holdco is deemed located in the District of Columbia; and (ix) the accuracy and completeness as of the date hereof of the certificates and other information and statements delivered or made to us by representatives and officers of each Obligor. We have made no investigation or review of any matters relating to the Obligors or any other person or entity other than as expressly described herein. Further, we have made no special investigation of the business operations of the Obligors or any other person or entity for the purpose of identifying laws or regulations to which the Obligors or any other person or entity are subject. With reference particularly to our opinion in paragraph 3 below, we note that our representation of the Obligors is limited to this and similar transactions and that we are not generally familiar with their respective affairs or operations. We have also assumed that: (i) all applicable chattel paper (as such term is defined in Article 9 The Business Day of the NYUCC) constitutes “tangible chattel paper” within the meaning of Section 9-102 of the NYUCC and Proposed Borrowing is located only in the State of New York and is in the possession of the Collateral Agent;_______________, 200_. (ii) the Collateral subject to the Lien The Proposed Borrowing is [new advance of the Security Documents exists, and each applicable Obligor has rights in the applicable Collateral and has the power to transfer its rights in the applicable Collateral;Loans] [continuation of existing Loans] [conversion of existing Loans]. (iii) The type of Loan comprising the descriptions of the Collateral contained in, or attached as schedules to, the applicable Security Documents sufficiently describe the Collateral intended to be covered by such Security Documents;Proposed Borrowing is [Base Rate Loans] [Eurodollar Loans]. (iv) the Collateral does not include any “cooperative interest” or “commercial tort claim” (as such terms are defined in Article 9 The aggregate amount of the NYUCC);Proposed Borrowing is $_______________. (v) The initial Interest Period for each Eurodollar Loans made as part of the Proposed Borrowing is _____ month[s].] The undersigned hereby certifies that the conditions precedent to such Proposed Borrowing contained in Section 6 have been satisfied. Very truly yours, NORTHERN ILLINOIS GAS COMPANY By Title: Level I Status .100% 50% of CDX 1.50% Level II Status .125% 65% of CDX 1.75% Level III Status .150% 80% of CDX 2.00% Level IV Status .200% 90% of CDX 2.25% Level V Status .250% 100% of CDX 2.50% Each change in a rating shall be effective as of the date it is announced by the applicable rating agency. With respect to the Borrower, in the event that the Mxxxx’x Rating and the S&P Rating fall in consecutive Levels, the rating falling in the higher Level (with Level I being the highest Level and Level V being the lowest Level) shall govern for purposes of Article 9 of determining the NY UCC, no statute, regulation or treaty of applicable pricing pursuant to the United States is applicable to any of above pricing grid. In the Collateral; (vi) event that the certificates representing the Pledged Equity Interests (used herein to mean the certificates representing the Pledged Stock Mxxxx’x Rating and the Pledged Beneficial Interests listed S&P Rating fall in Schedule II non-consecutive Levels, the Level immediately above the Level in which the lower rating falls shall govern for purposes of determining the applicable pricing pursuant to the Security Agreement and above pricing grid. If at any time the Borrower has no Mxxxx’x Rating or no S&P Rating, the remaining rating shall apply unless the Borrower has neither a Mxxxx’x Rating nor a S&P Rating, in Annex II to each Collateral Supplement) of Borrowerwhich case Level V shall apply; provided, Irish Subsidiary Holdcothat in such event the Borrower may propose an alternative rating agency or mechanism in replacement thereof, CA Subsidiary Holdco and each Pledged Equity Party listed in Annex II to each Collateral Supplement is in the possession of the Collateral Agent, together with duly executed in blank instruments of transfer in respect thereof; and (vii) the instruments representing the Pledged Debt (used herein to mean the Pledged Debt instruments listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) are each in the possession of the Collateral Agent, together with duly executed in blank allonges in respect thereof. Based upon the foregoing and subject to the qualifications and limitations set forth below, we are written consent of the opinion that: 1. Each Transaction Document is a valid and binding obligation of each Obligor party thereto, enforceable against such Obligor in accordance with its termsRequired Lenders. 2. The execution and delivery by each Obligor of the Transaction Documents to which it is a party does not, and the performance by each Obligor of its obligations thereunder will not, cause such Obligor to violate any Generally Applicable Law (defined below). 3. No consent, approval or authorization of, and no filing, registration, qualification or recordation with, United States federal or State of New York governmental authorities pursuant to any Generally Applicable Law is required in connection with the execution and delivery and consummation of the transactions contemplated thereby by any Obligor of the Transaction Documents to which it is a party, other than (a) those that are specified in the Transaction Documents, (b) filings necessary to create, record, perfect or maintain the security interests created by the Security Agreement, (c) those that have been duly obtained, taken or made and (d) in the case of Collateral constituting securities, as may be required in connection with any disposition of such Collateral.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery 2 The concept of “Foreign Lender” should be conformed to the section in the Credit Agreement governing Taxes. Acceptance of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy any Electronic System shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with and governed by with, the laws law of the State of New YorkIllinois. EXHIBIT D-1A April 12, 2012 [To come] To: The Lenders parties to the Addressees Listed on Schedule 1 Ladies and Gentlemen: We have acted as New York counsel to International Lease Finance Corporation (“ILFC”) and the other Obligors as defined below in connection with the Term Loan Credit Agreement Described Below This Compliance Certificate is furnished pursuant to that certain Credit Agreement dated as of December 19, 2014 (as amended, modified, renewed or extended from time to time, the “Credit Agreement”) dated as of among A.S.V., Inc. (the date hereof among Delos Aircraft Inc. as Borrower (“Borrower”), ILFC, Hyperion Aircraft Inc. (“Parent Holdco”), Apollo Aircraft Inc. (“CA Subsidiary Holdco”), Artemis (Delos) Limited (“Irish Subsidiary Holdco”)the other Loan Parties, the Lenders party thereto, Bank of Americathereto and JPMorgan Chase Bank, N.A., as Administrative Agent and Bank of Americafor the Lenders. Unless otherwise defined herein, N.A., as Collateral Agent (the “Collateral Agent”). Capitalized capitalized terms used herein and not otherwise defined shall in this Compliance Certificate have the meanings given such terms ascribed thereto in the Credit Agreement and the Security Agreement. This opinion is delivered pursuant to Sections 4.01(e) and 4.02(d) of the Credit Agreement. In rendering the opinions expressed below, we have examined executed copies of the following documents: (a) Credit Agreement; (b) Term Loan Security Agreement (the “Security Agreement”) dated as of the date hereof among Parent Holdco, Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco, the additional grantors party thereto and the Collateral Agent; (c) Account Control Agreement (the “Account Control Agreement”) dated as of the date hereof among the Securities Intermediary, Borrower and the Collateral Agent; (d) Intercreditor Agreement (the “Intercreditor Agreement”) dated as of the date hereof among Parent Holdco, Borrower, ILFC, CA Subsidiary Holdco, Irish Subsidiary Holdco and the Collateral Agent; (e) Collateral Supplement (the “Irish Collateral Supplement”) dated as of the date hereof between Irish Subsidiary Holdco and the Collateral Agent; and (f) Collateral Supplement (the “California Collateral Supplement” and together with the Irish Collateral Supplement, the “Collateral Supplements”) dated as of the date hereof between CA Subsidiary Holdco and the Collateral Agent. Each of ILFC, Borrower, Parent Holdco, CA Subsidiary Holdco and Irish Subsidiary Holdco is referred to herein as an “Obligor”. Each of the Credit Agreement, the Security Agreement, the Account Control Agreement, the Intercreditor Agreement and the Collateral Supplements is referred to herein as a “Transaction Document”. Each of the Security Agreement, the Account Control Agreement and the Collateral Supplements is referred to herein as a “Security Document”. We have also examined and relied upon such records and statements and certificates of public officials and representatives and officers of the Obligors and other persons as we have deemed necessary as a basis for the opinions expressed below. As to factual matters relevant to our opinions expressed below, we have, without independent investigation, relied upon the foregoing and the representations and warranties made in or pursuant to the Transaction Documents. We have not reviewed the dockets or other records of any court, arbitrator or governmental or regulatory body or agency or conducted any other investigation or inquiry or otherwise established or verified any factual matter. In such examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as certified or photostatic copies. We have assumed that the Collateral does not include any Aircraft, Engines or Parts (as such terms are defined in the FAA Act), or Aircraft Objects (as defined in the Cape Town Convention), or leases thereof or other interests therein. Except as expressly opined on by us below, we have assumed, without investigation: (i) the due organization, valid existence and, to the extent applicable, good standing of each party to the Transaction Documents; (ii) that each party to the Transaction Documents has requisite power and authority to execute, deliver and perform its obligations under the Transaction Documents to which it is a party; (iii) that each Transaction Document has been duly authorized, executed and delivered by each party thereto; (iv) that each Transaction Document constitutes a valid, binding and enforceable obligation of each party thereto; (v) that the execution, delivery and performance by each party of the Transaction Documents to which it is a party do not contravene such party’s constitutional documents, violate any law, rule or regulation applicable to such party or result in any conflict with or breach of any agreement or instrument to which such party is a party or by which such party is bound; (vi) that each party to the Transaction Documents has obtained or made all consents, approvals, authorizations, filings, registrations, qualifications or recordations with each Governmental Authority required in connection with the execution, delivery and performance of the Transaction Documents; (vii) all applicable filings, registrations, recordations or other actions necessary to perfect as to ownership or security interest (except as set forth herein) including under the Cape Town Convention have been or will be made; (viii) for purposes of the Uniform Commercial Code of the State of New York (the “NYUCC”), Irish Subsidiary Holdco is deemed located in the District of Columbia; and (ix) the accuracy and completeness as of the date hereof of the certificates and other information and statements delivered or made to us by representatives and officers of each Obligor. We have made no investigation or review of any matters relating to the Obligors or any other person or entity other than as expressly described herein. Further, we have made no special investigation of the business operations of the Obligors or any other person or entity for the purpose of identifying laws or regulations to which the Obligors or any other person or entity are subject. With reference particularly to our opinion in paragraph 3 below, we note that our representation of the Obligors is limited to this and similar transactions and that we are not generally familiar with their respective affairs or operations. We have also assumed that: (i) all applicable chattel paper (as such term is defined in Article 9 of the NYUCC) constitutes “tangible chattel paper” within the meaning of Section 9-102 of the NYUCC and is located only in the State of New York and is in the possession of the Collateral Agent; (ii) the Collateral subject to the Lien of the Security Documents exists, and each applicable Obligor has rights in the applicable Collateral and has the power to transfer its rights in the applicable Collateral; (iii) the descriptions of the Collateral contained in, or attached as schedules to, the applicable Security Documents sufficiently describe the Collateral intended to be covered by such Security Documents; (iv) the Collateral does not include any “cooperative interest” or “commercial tort claim” (as such terms are defined in Article 9 of the NYUCC); (v) for purposes of Article 9 of the NY UCC, no statute, regulation or treaty of the United States is applicable to any of the Collateral; (vi) the certificates representing the Pledged Equity Interests (used herein to mean the certificates representing the Pledged Stock and the Pledged Beneficial Interests listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) of Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco and each Pledged Equity Party listed in Annex II to each Collateral Supplement is in the possession of the Collateral Agent, together with duly executed in blank instruments of transfer in respect thereof; and (vii) the instruments representing the Pledged Debt (used herein to mean the Pledged Debt instruments listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) are each in the possession of the Collateral Agent, together with duly executed in blank allonges in respect thereof. Based upon the foregoing and subject to the qualifications and limitations set forth below, we are of the opinion thatTHE UNDERSIGNED HEREBY CERTIFIES THAT: 1. Each Transaction Document is I am the duly elected of the Borrower; 2. I have reviewed the terms of the Agreement and I have made, or have caused to be made under my supervision, a valid detailed review of the transactions and binding obligation conditions of each Obligor party theretothe Borrower and its Subsidiaries during the accounting period ending , enforceable against 20 covered by the attached financial statements [for quarterly or monthly financial statements add: and such Obligor financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with its terms. 2. The execution and delivery by each Obligor of the Transaction Documents GAAP consistently applied, subject to which it is a party does not, normal year-end audit adjustments and the performance by each Obligor absence of its obligations thereunder will not, cause such Obligor to violate any Generally Applicable Law (defined below). 3. No consent, approval or authorization of, and no filing, registration, qualification or recordation with, United States federal or State of New York governmental authorities pursuant to any Generally Applicable Law is required in connection with the execution and delivery and consummation of the transactions contemplated thereby by any Obligor of the Transaction Documents to which it is a party, other than (a) those that are specified in the Transaction Documents, (b) filings necessary to create, record, perfect or maintain the security interests created by the Security Agreement, (c) those that have been duly obtained, taken or made and (d) in the case of Collateral constituting securities, as may be required in connection with any disposition of such Collateral.footnotes];

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with and governed by with, the laws law of the State of New York. EXHIBIT D-1A April 12[ ], 2012 To 200[__] To: JPMorgan Chase Bank, N.A., as Administrative Agent The Parent Guarantor, the Addressees Listed on Schedule 1 Ladies and Gentlemen: We have acted as New York counsel to International Lease Finance Corporation (“ILFC”) Borrower, the Administrative Agent and the other Obligors Agents and certain Lenders have heretofore entered into the Credit Agreement, dated as defined below in connection with the Term Loan Credit Agreement of June 29, 2007, as amended, restated, supplemented or otherwise modified from time to time (the “Credit Agreement”). Capitalized terms not otherwise defined herein shall have the meaning given to such terms in the Credit Agreement. This Maximum Credit Amount Increase Certificate is being delivered pursuant to Section 2.06(c) of the Credit Agreement. Please be advised that the undersigned has agreed to (a) increase its Maximum Credit Amount under the Credit Agreement effective [ ], 200[__] from $[ ] to $[ ] and (b) that it shall continue to be a party in all respect to the Credit Agreement and the other Loan Documents. The [Borrower/Lender] shall pay the fee payable to the Administrative Agent pursuant to Section 2.06(c)(ii) of the Credit Agreement. Very truly yours, PARENT GUARANTOR: ATLAS ENERGY RESOURCES, LLC By: Name: Title: BORROWER: ATLAS ENERGY OPERATING COMPANY, LLC By: Atlas Energy Resources, LLC, its sole member By: Name: Title: Accepted and Agreed: JPMORGAN CHASE BANK, N.A., as Administrative Agent By: Name: Title: Accepted and Agreed: [ ] By: Name: Title: [ ], 200[__] To: JPMorgan Chase Bank, N.A., as Administrative Agent The Parent Guarantor, the Borrower, the Administrative Agent and the other Agents and certain Lenders have heretofore entered into the Credit Agreement, dated as of June 29, 2007, as amended, restated, supplemented or otherwise modified from time to time (the date hereof “Credit Agreement”). Capitalized terms not otherwise defined herein shall have the meaning given to such terms in the Credit Agreement. This Additional Lender Certificate is being delivered pursuant to Section 2.06(c) of the Credit Agreement. Please be advised that the undersigned has agreed (a) to become a Lender under the Credit Agreement effective [ ], 200[__] with a Maximum Credit Amount of $[ ] and (b) that it shall be a party in all respect to the Credit Agreement and the other Loan Documents. This Additional Lender Certificate is being delivered to the Administrative Agent together with (i) if the Additional Lender is a Non-US Lender, any documentation required to be delivered by such Additional Lender pursuant to Section 5.03(d) of the Credit Agreement, duly completed and executed by the Additional Lender, and (ii) an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Additional Lender. The [Borrower/Additional Lender] shall pay the fee payable to the Administrative Agent pursuant to Section 2.06(c)(ii) of the Credit Agreement. Very truly yours, PARENT GUARANTOR: ATLAS ENERGY RESOURCES, LLC By: Name: Title: BORROWER: ATLAS ENERGY OPERATING COMPANY, LLC By: Atlas Energy Resources, LLC, its sole member By: Name: Title: Accepted and Agreed: JPMORGAN CHASE BANK, N.A., as Administrative Agent By: Name: Title: Accepted and Agreed: [ ] By: Name: Title: This Reserve Report Certificate (“Certificate”) is executed and delivered pursuant to Section 8.12 (c) of that certain Credit Agreement dated as of June 29, 2007 among Delos Aircraft Inc. as Borrower Atlas Energy Resources, LLC (“Parent Guarantor”), Atlas Energy Operating Company, LLC (“Borrower”), ILFC, Hyperion Aircraft Inc. (“Parent Holdco”), Apollo Aircraft Inc. (“CA Subsidiary Holdco”), Artemis (Delos) Limited (“Irish Subsidiary Holdco”), the Lenders party thereto, Bank of AmericaJPMorgan Chase Bank, N.A., as administrative agent (“Administrative Agent Agent”) and Bank of Americathe Lenders named therein and as may be amended, N.A.restated, as Collateral Agent supplemented or otherwise modified from time to time (the “Collateral AgentCredit Agreement”). Capitalized terms used herein and not Unless otherwise defined herein, all capitalized terms shall have the meanings given such terms meaning set forth in the Credit Agreement and the Security Agreement. This opinion is delivered pursuant to Sections 4.01(e) and 4.02(d) of the Credit Agreement. In rendering the opinions expressed belowThe undersigned, we have examined executed copies a Responsible Officer of the following documents: (a) Credit Agreement; (b) Term Loan Security Agreement (the “Security Agreement”) dated as of the date hereof among Parent Holdco, Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco, the additional grantors party thereto and the Collateral Agent; (c) Account Control Agreement (the “Account Control Agreement”) dated as of the date hereof among the Securities Intermediary, Borrower and the Collateral Agent; (d) Intercreditor Agreement (the “Intercreditor Agreement”) dated as of the date hereof among Parent Holdco, Borrower, ILFC, CA Subsidiary Holdco, Irish Subsidiary Holdco and the Collateral Agent; (e) Collateral Supplement (the “Irish Collateral Supplement”) dated as of the date hereof between Irish Subsidiary Holdco and the Collateral Agent; and (f) Collateral Supplement (the “California Collateral Supplement” and together with the Irish Collateral Supplement, the “Collateral Supplements”) dated as of the date hereof between CA Subsidiary Holdco and the Collateral Agent. Each of ILFC, Borrower, Parent Holdco, CA Subsidiary Holdco and Irish Subsidiary Holdco is referred to herein as an “Obligor”. Each of the Credit Agreement, the Security Agreement, the Account Control Agreement, the Intercreditor Agreement and the Collateral Supplements is referred to herein as a “Transaction Document”. Each of the Security Agreement, the Account Control Agreement and the Collateral Supplements is referred to herein as a “Security Document”. We have also examined and relied upon such records and statements and certificates of public officials and representatives and officers of the Obligors and other persons as we have deemed necessary as a basis for the opinions expressed below. As to factual matters relevant to our opinions expressed below, we have, without independent investigation, relied upon the foregoing and the representations and warranties made in or pursuant hereby certifies to the Transaction Documents. We have not reviewed the dockets or other records of any court, arbitrator or governmental or regulatory body or agency or conducted any other investigation or inquiry or otherwise established or verified any factual matter. In such examination, we have assumed the legal capacity of Administrative Agent and Lenders that in all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as certified or photostatic copies. We have assumed that the Collateral does not include any Aircraft, Engines or Parts (as such terms are defined in the FAA Act), or Aircraft Objects (as defined in the Cape Town Convention), or leases thereof or other interests therein. Except as expressly opined on by us below, we have assumed, without investigation: (i) the due organization, valid existence and, to the extent applicable, good standing of each party to the Transaction Documents; (ii) that each party to the Transaction Documents has requisite power and authority to execute, deliver and perform its obligations under the Transaction Documents to which it is a party; (iii) that each Transaction Document has been duly authorized, executed and delivered by each party thereto; (iv) that each Transaction Document constitutes a valid, binding and enforceable obligation of each party thereto; (v) that the execution, delivery and performance by each party of the Transaction Documents to which it is a party do not contravene such party’s constitutional documents, violate any law, rule or regulation applicable to such party or result in any conflict with or breach of any agreement or instrument to which such party is a party or by which such party is bound; (vi) that each party to the Transaction Documents has obtained or made all consents, approvals, authorizations, filings, registrations, qualifications or recordations with each Governmental Authority required in connection with the execution, delivery and performance of the Transaction Documents; (vii) all applicable filings, registrations, recordations or other actions necessary to perfect as to ownership or security interest (except as set forth herein) including under the Cape Town Convention have been or will be made; (viii) for purposes of the Uniform Commercial Code of the State of New York (the “NYUCC”), Irish Subsidiary Holdco is deemed located in the District of Columbia; and (ix) the accuracy and completeness as of the date hereof of the certificates and other information and statements delivered or made to us by representatives and officers of each Obligor. We have made no investigation or review of any matters relating to the Obligors or any other person or entity other than as expressly described herein. Further, we have made no special investigation of the business operations of the Obligors or any other person or entity for the purpose of identifying laws or regulations to which the Obligors or any other person or entity are subject. With reference particularly to our opinion in paragraph 3 below, we note that our representation of the Obligors is limited to this and similar transactions and that we are not generally familiar with their respective affairs or operations. We have also assumed thatmaterial respects: (i) all applicable chattel paper (as such term is defined in Article 9 of the NYUCC) constitutes “tangible chattel paper” within the meaning of Section 9-102 of the NYUCC and is located only information contained in the State of New York Reserve Report attached hereto as Attachment 1 to this Certificate (“Reserve Report”) and any other information delivered in connection therewith is in the possession of the Collateral Agenttrue and correct; (ii) the Collateral subject Borrower or its Subsidiaries owns good and defensible title to the Lien Oil and Gas Properties evaluated in the Reserve Report and such Properties are free of all Liens except for Liens permitted by Section 9.03 of the Security Documents exists, and each applicable Obligor has rights in the applicable Collateral and has the power to transfer its rights in the applicable CollateralCredit Agreement; (iii) the descriptions except as set forth in Attachment 2 to this Certificate, on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the Collateral contained in, volume specified in Section 7.19 of the Credit Agreement with respect to its Oil and Gas Properties evaluated in the Reserve Report which would require the Borrower or attached as schedules to, the applicable Security Documents sufficiently describe the Collateral intended any Subsidiary to be covered by deliver Hydrocarbons either generally or produced from such Security DocumentsOil and Gas Properties at some future time without then or thereafter receiving full payment therefor; (iv) except as listed in Attachment 3 to this Certificate, no Oil and Gas Properties have been sold since the Collateral does not include any “cooperative interest” or “commercial tort claim” (as such terms are defined in Article 9 date of the NYUCC)last Borrowing Base determination; (v) for purposes attached hereto as Attachment 4 to this Certificate is a list of Article 9 all marketing agreements entered into subsequent to the later of the NY UCC, no statute, regulation date hereof or treaty the most recently delivered Reserve Report which the Borrower could reasonably be expected to have been obligated to list on Schedule 7.20 of the United States is applicable to any of Credit Agreement had such agreement been in effect on the Collateral;date hereof; and (vi) the certificates representing the Pledged Equity Interests (used herein attached hereto as Attachment 5 to mean the certificates representing the Pledged Stock and the Pledged Beneficial Interests listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) of Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco and each Pledged Equity Party listed in Annex II to each Collateral Supplement this Certificate is in the possession a schedule of the Collateral Agent, together with duly executed in blank instruments of transfer in respect thereof; and (vii) Oil and Gas Properties evaluated by the instruments representing Reserve Report that are Mortgaged Properties and showing the Pledged Debt (used herein to mean the Pledged Debt instruments listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) are each in the possession percentage of the Collateral Agent, together with duly executed in blank allonges in respect thereof. Based upon Borrowing Base that the foregoing and subject to the qualifications and limitations set forth below, we are of the opinion that: 1. Each Transaction Document is a valid and binding obligation of each Obligor party thereto, enforceable against such Obligor in accordance with its terms. 2. The execution and delivery by each Obligor of the Transaction Documents to which it is a party does not, and the performance by each Obligor of its obligations thereunder will not, cause such Obligor to violate any Generally Applicable Law (defined below). 3. No consent, approval or authorization of, and no filing, registration, qualification or recordation with, United States federal or State of New York governmental authorities pursuant to any Generally Applicable Law is required in connection with the execution and delivery and consummation of the transactions contemplated thereby by any Obligor of the Transaction Documents to which it is a party, other than (a) those that are specified in the Transaction Documents, (b) filings necessary to create, record, perfect or maintain the security interests created by the Security Agreement, (c) those that have been duly obtained, taken or made and (d) in the case of Collateral constituting securities, as may be required in connection with any disposition value of such CollateralMortgaged Properties represent.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with and governed by with, the laws law of the State of New York. EXHIBIT D-1A April 12, 2012 To the Addressees Listed on Schedule 1 Ladies and Gentlemen: We have acted as New York counsel to International Lease Finance Corporation (“ILFC”) and the other Obligors as defined below in connection with the Term Loan Credit Agreement (the “Credit Agreement”) dated as of the date hereof among Delos Aircraft Inc. as Borrower (“Borrower”), ILFC, Hyperion Aircraft Inc. (“Parent Holdco”), Apollo Aircraft Inc. (“CA Subsidiary Holdco”), Artemis (Delos) Limited (“Irish Subsidiary Holdco”), the Lenders party thereto, Bank of AmericaJPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders parties to the Credit Agreement referred to below 00 X. Xxxxxxxx, Floor 19 Mail Code IL1-0010 Xxxxxxx, XX 00000 Attention: Xxxxxxx Xxxxxxx Email: xxxxxxx.x.xxxxxxx@xxxxxxxx.xxx phone: 000-000-0000 fax: 000-000-0000 Ladies and Bank Gentlemen: The undersigned, Northern Illinois Gas Company, refers to the Credit Agreement, dated as of AmericaOctober 26, 2006 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”, the terms defined therein being used herein as therein defined), among the Borrower, the Lenders parties thereto, and JPMorgan Chase Bank, N.A., as Collateral Administrative Agent for said Lenders, and hereby gives you notice, irrevocably, pursuant to Section 2.4(a) of the Credit Agreement that the undersigned hereby requests a Borrowing under the Credit Agreement, and in that connection sets forth below the information relating to such Borrowing (the “Collateral AgentProposed Borrowing”). Capitalized terms used herein and not otherwise defined shall have the meanings given such terms in the Credit Agreement and the Security Agreement. This opinion is delivered pursuant to Sections 4.01(e) and 4.02(das required by Section 2.4(a) of the Credit Agreement. In rendering the opinions expressed below, we have examined executed copies of the following documents: (a) Credit Agreement; (b) Term Loan Security Agreement (the “Security Agreement”) dated as of the date hereof among Parent Holdco, Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco, the additional grantors party thereto and the Collateral Agent; (c) Account Control Agreement (the “Account Control Agreement”) dated as of the date hereof among the Securities Intermediary, Borrower and the Collateral Agent; (d) Intercreditor Agreement (the “Intercreditor Agreement”) dated as of the date hereof among Parent Holdco, Borrower, ILFC, CA Subsidiary Holdco, Irish Subsidiary Holdco and the Collateral Agent; (e) Collateral Supplement (the “Irish Collateral Supplement”) dated as of the date hereof between Irish Subsidiary Holdco and the Collateral Agent; and (f) Collateral Supplement (the “California Collateral Supplement” and together with the Irish Collateral Supplement, the “Collateral Supplements”) dated as of the date hereof between CA Subsidiary Holdco and the Collateral Agent. Each of ILFC, Borrower, Parent Holdco, CA Subsidiary Holdco and Irish Subsidiary Holdco is referred to herein as an “Obligor”. Each of the Credit Agreement, the Security Agreement, the Account Control Agreement, the Intercreditor Agreement and the Collateral Supplements is referred to herein as a “Transaction Document”. Each of the Security Agreement, the Account Control Agreement and the Collateral Supplements is referred to herein as a “Security Document”. We have also examined and relied upon such records and statements and certificates of public officials and representatives and officers of the Obligors and other persons as we have deemed necessary as a basis for the opinions expressed below. As to factual matters relevant to our opinions expressed below, we have, without independent investigation, relied upon the foregoing and the representations and warranties made in or pursuant to the Transaction Documents. We have not reviewed the dockets or other records of any court, arbitrator or governmental or regulatory body or agency or conducted any other investigation or inquiry or otherwise established or verified any factual matter. In such examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as certified or photostatic copies. We have assumed that the Collateral does not include any Aircraft, Engines or Parts (as such terms are defined in the FAA Act), or Aircraft Objects (as defined in the Cape Town Convention), or leases thereof or other interests therein. Except as expressly opined on by us below, we have assumed, without investigation: (i) the due organization, valid existence and, to the extent applicable, good standing of each party to the Transaction Documents; (ii) that each party to the Transaction Documents has requisite power and authority to execute, deliver and perform its obligations under the Transaction Documents to which it is a party; (iii) that each Transaction Document has been duly authorized, executed and delivered by each party thereto; (iv) that each Transaction Document constitutes a valid, binding and enforceable obligation of each party thereto; (v) that the execution, delivery and performance by each party of the Transaction Documents to which it is a party do not contravene such party’s constitutional documents, violate any law, rule or regulation applicable to such party or result in any conflict with or breach of any agreement or instrument to which such party is a party or by which such party is bound; (vi) that each party to the Transaction Documents has obtained or made all consents, approvals, authorizations, filings, registrations, qualifications or recordations with each Governmental Authority required in connection with the execution, delivery and performance of the Transaction Documents; (vii) all applicable filings, registrations, recordations or other actions necessary to perfect as to ownership or security interest (except as set forth herein) including under the Cape Town Convention have been or will be made; (viii) for purposes of the Uniform Commercial Code of the State of New York (the “NYUCC”), Irish Subsidiary Holdco is deemed located in the District of Columbia; and (ix) the accuracy and completeness as of the date hereof of the certificates and other information and statements delivered or made to us by representatives and officers of each Obligor. We have made no investigation or review of any matters relating to the Obligors or any other person or entity other than as expressly described herein. Further, we have made no special investigation of the business operations of the Obligors or any other person or entity for the purpose of identifying laws or regulations to which the Obligors or any other person or entity are subject. With reference particularly to our opinion in paragraph 3 below, we note that our representation of the Obligors is limited to this and similar transactions and that we are not generally familiar with their respective affairs or operations. We have also assumed that: (i) all applicable chattel paper (as such term is defined in Article 9 The Business Day of the NYUCC) constitutes “tangible chattel paper” within the meaning of Section 9-102 of the NYUCC and Proposed Borrowing is located only in the State of New York and is in the possession of the Collateral Agent;_______________, 200_. (ii) the Collateral subject to the Lien The Proposed Borrowing is [new advance of the Security Documents exists, and each applicable Obligor has rights in the applicable Collateral and has the power to transfer its rights in the applicable Collateral;Loans] [continuation of existing Loans] [conversion of existing Loans]. (iii) The type of Loan comprising the descriptions of the Collateral contained in, or attached as schedules to, the applicable Security Documents sufficiently describe the Collateral intended to be covered by such Security Documents;Proposed Borrowing is [Base Rate Loans] [Eurodollar Loans]. (iv) the Collateral does not include any “cooperative interest” or “commercial tort claim” (as such terms are defined in Article 9 The aggregate amount of the NYUCC);Proposed Borrowing is $_______________. (v) The initial Interest Period for each Eurodollar Loans made as part of the Proposed Borrowing is _____ month[s].] The undersigned hereby certifies that the conditions precedent to such Proposed Borrowing contained in Section 6 have been satisfied. Very truly yours, NORTHERN ILLINOIS GAS COMPANY By Title: Level I Status 0.035% 0.090% 0.000% 0.050% Level II Status 0.040% 0.110% 0.000% 0.050% Level III Status 0.050% 0.150% 0.000% 0.050% Level IV Status 0.060% 0.190% 0.000% 0.050% Level V Status 0.070% 0.230% 0.000% 0.050% Level VI Status 0.090% 0.360% 0.000% 0.050% Level VII Status 0.100% 0.500% 0.000% 0.050% Each change in a rating shall be effective as of the date it is announced by the applicable rating agency. With respect to the Borrower, in the event that the Xxxxx’x Rating and the S&P Rating fall in consecutive Levels, the rating falling in the higher Level (with Level I being the highest Level and Level VII being the lowest Level) shall govern for purposes of Article 9 of determining the NY UCC, no statute, regulation or treaty of applicable pricing pursuant to the United States is applicable to any of above pricing grid. In the Collateral; (vi) event that the certificates representing the Pledged Equity Interests (used herein to mean the certificates representing the Pledged Stock Xxxxx’x Rating and the Pledged Beneficial Interests listed S&P Rating fall in Schedule II non-consecutive Levels, the Level immediately below the Level in which the higher rating falls shall govern for purposes of determining the applicable pricing pursuant to the Security Agreement and above pricing grid. If at any time the Borrower has no Xxxxx’x Rating or no S&P Rating, the remaining rating shall apply unless the Borrower has neither a Xxxxx’x Rating nor a S&P Rating, in Annex II to each Collateral Supplement) of Borrowerwhich case Level VII shall apply; provided, Irish Subsidiary Holdcothat in such event the Borrower may propose an alternative rating agency or mechanism in replacement thereof, CA Subsidiary Holdco and each Pledged Equity Party listed in Annex II to each Collateral Supplement is in the possession of the Collateral Agent, together with duly executed in blank instruments of transfer in respect thereof; and (vii) the instruments representing the Pledged Debt (used herein to mean the Pledged Debt instruments listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) are each in the possession of the Collateral Agent, together with duly executed in blank allonges in respect thereof. Based upon the foregoing and subject to the qualifications and limitations set forth below, we are written consent of the opinion that: 1. Each Transaction Document is a valid and binding obligation of each Obligor party thereto, enforceable against such Obligor in accordance with its termsRequired Lenders. 2. The execution and delivery by each Obligor of the Transaction Documents to which it is a party does not, and the performance by each Obligor of its obligations thereunder will not, cause such Obligor to violate any Generally Applicable Law (defined below). 3. No consent, approval or authorization of, and no filing, registration, qualification or recordation with, United States federal or State of New York governmental authorities pursuant to any Generally Applicable Law is required in connection with the execution and delivery and consummation of the transactions contemplated thereby by any Obligor of the Transaction Documents to which it is a party, other than (a) those that are specified in the Transaction Documents, (b) filings necessary to create, record, perfect or maintain the security interests created by the Security Agreement, (c) those that have been duly obtained, taken or made and (d) in the case of Collateral constituting securities, as may be required in connection with any disposition of such Collateral.

General Provisions. This Assignment and Assumption shall be binding upon, upon and inure to the benefit of, of the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy facsimile or other electronic transmission shall be as effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be construed in accordance with and governed by the laws law of the State of New York. EXHIBIT D-1A April 12, 2012 To the Addressees Listed on Schedule 1 Ladies and Gentlemen: We have acted as New York counsel to International Lease Finance Corporation (“ILFC”) and the other Obligors as defined below in connection with the Term Loan Credit Agreement (the “Credit Agreement”) dated as of the date hereof among Delos Aircraft Inc. as Borrower (“Borrower”), ILFC, Hyperion Aircraft Inc. (“Parent Holdco”), Apollo Aircraft Inc. (“CA Subsidiary Holdco”), Artemis (Delos) Limited (“Irish Subsidiary Holdco”), the Lenders party thereto, Bank of America, N.A., as Administrative Agent and Bank of America, N.A., as Collateral Agent (the “Collateral Agent”). ** Capitalized terms used herein and not otherwise defined herein shall have the meanings given assigned to such terms in the Credit Agreement and dated as of March 30, 2007 (as amended, supplemented or otherwise modified from time to time, the Security Agreement. This opinion is delivered pursuant to Sections 4.01(e) and 4.02(d) of the “Credit Agreement. In rendering the opinions expressed below”), we have examined executed copies of the following documents: (a) Credit Agreement; (b) Term Loan Security Agreement among Sabre Inc. (the “Security AgreementBorrower”) dated ), Sabre Holdings Corporation (“Holdings”), Deutsche Bank AG New York Branch, as of the date hereof among Parent Holdco, Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco, the additional grantors party thereto and the Collateral Agent; administrative agent (c) Account Control Agreement (the “Account Control Agreement”) dated as of the date hereof among the Securities Intermediary, Borrower and the Collateral Agent; (d) Intercreditor Agreement (the “Intercreditor Agreement”) dated as of the date hereof among Parent Holdco, Borrower, ILFC, CA Subsidiary Holdco, Irish Subsidiary Holdco and the Collateral Agent; (e) Collateral Supplement (the “Irish Collateral Supplement”) dated as of the date hereof between Irish Subsidiary Holdco and the Collateral Agent; and (f) Collateral Supplement (the “California Collateral Supplement” and together with the Irish Collateral Supplementin such capacity, the “Collateral Supplements”) dated as of the date hereof between CA Subsidiary Holdco and the Collateral Administrative Agent. Each of ILFC, Borrower, Parent Holdco, CA Subsidiary Holdco and Irish Subsidiary Holdco is referred to herein as an “Obligor”. Each of the Credit Agreement, the Security Agreement, the Account Control Agreement, the Intercreditor Agreement and the Collateral Supplements is referred to herein as a “Transaction Document”. Each of the Security Agreement, the Account Control Agreement and the Collateral Supplements is referred to herein as a “Security Document”. We have also examined and relied upon such records and statements and certificates of public officials and representatives and officers of the Obligors and other persons as we have deemed necessary as a basis for the opinions expressed below. As to factual matters relevant to our opinions expressed below, we have, without independent investigation, relied upon the foregoing and the representations and warranties made in or pursuant to the Transaction Documents. We have not reviewed the dockets or other records of any court, arbitrator or governmental or regulatory body or agency or conducted any other investigation or inquiry or otherwise established or verified any factual matter. In such examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as certified or photostatic copies. We have assumed that the Collateral does not include any Aircraft, Engines or Parts (as such terms are defined in the FAA Act), or Aircraft Objects (as defined in the Cape Town Convention), or leases thereof or other interests therein. Except as expressly opined on by us below, we have assumed, without investigation: (i) the due organization, valid existence and, to the extent applicable, good standing of each party to the Transaction Documents; (ii) that each party to the Transaction Documents has requisite power and authority to execute, deliver and perform its obligations under the Transaction Documents to which it is a party; (iii) that each Transaction Document has been duly authorized, executed and delivered by each party thereto; (iv) that each Transaction Document constitutes a valid, binding and enforceable obligation of each party thereto; (v) that the execution, delivery and performance by each party of the Transaction Documents to which it is a party do not contravene such party’s constitutional documents, violate any law, rule or regulation applicable to such party or result in any conflict with or breach of any agreement or instrument to which such party is a party or by which such party is bound; (vi) that each party to the Transaction Documents has obtained or made all consents, approvals, authorizations, filings, registrations, qualifications or recordations with each Governmental Authority required in connection with the execution, delivery and performance of the Transaction Documents; (vii) all applicable filings, registrations, recordations or other actions necessary to perfect as to ownership or security interest (except as set forth herein) including under the Cape Town Convention have been or will be made; (viii) for purposes of the Uniform Commercial Code of the State of New York (the “NYUCC”), Irish Subsidiary Holdco is deemed located in the District of Columbia; Swing Line Lender and (ix) the accuracy and completeness as of the date hereof of the certificates and other information and statements delivered or made to us by representatives and officers of each Obligor. We have made no investigation or review of any matters relating to the Obligors or any other person or entity other than as expressly described herein. Further, we have made no special investigation of the business operations of the Obligors or any other person or entity for the purpose of identifying laws or regulations to which the Obligors or any other person or entity are subject. With reference particularly to our opinion in paragraph 3 below, we note that our representation of the Obligors is limited to this and similar transactions and that we are not generally familiar with their respective affairs or operations. We have also assumed that: (i) all applicable chattel paper (as such term is defined in Article 9 of the NYUCC) constitutes “tangible chattel paper” within the meaning of Section 9-102 of the NYUCC and is located only in the State of New York and is in the possession of the Collateral Agent; (ii) the Collateral subject to the Lien of the Security Documents existsL/C Issuer, and each applicable Obligor has rights in the applicable Collateral and has the power lender from time to transfer its rights in the applicable Collateral; time party thereto (iii) the descriptions of the Collateral contained in, or attached as schedules tocollectively, the applicable Security Documents sufficiently describe the “Lenders” and individually, a “Lender”). NAME OF LENDER: CREDIT SUISSE DOLLAR SENIOR LOAN FUND, LTD. By: Credit Suisse Asset Management, LLC, as investment manager Executing as an CONVERTING LENDER: By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director For any Lender requiring a second signature line: By: Name: Title: Class of Existing Term Loan held by Converting Lender Principal amount of Existing Term Loans held by Converting Term Lender Principal Amount of Additional Term B Commitments Various $ 1,995,000.00 NAME OF LENDER: MADISON PARK FUNDING III, LTD. By: Credit Suisse Asset Management, LLC, as collateral manager Executing as an CONVERTING LENDER: By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director For any Lender requiring a second signature line: By: Name: Title: Class of Existing Term Loan held by Converting Lender Principal amount of Existing Term Loans held by Converting Term Lender Principal Amount of Additional Term B Commitments Various $ 301,487.56 NAME OF LENDER: MADISON PARK FUNDING V, LTD. By: Credit Suisse Asset Management, LLC, as collateral manager Executing as an CONVERTING LENDER: By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director For any Lender requiring a second signature line: By: Name: Title: Class of Existing Term Loan held by Converting Lender Principal amount of Existing Term Loans held by Converting Term Lender Principal Amount of Additional Term B Commitments Various $ 266,200.44 NAME OF LENDER: MADISON PARK FUNDING IV, LTD. By: Credit Suisse Asset Management, LLC, as collateral manager Executing as an CONVERTING LENDER: By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director For any Lender requiring a second signature line: By: Name: Title: Class of Existing Term Loan held by Converting Lender Principal amount of Existing Term Loans held by Converting Term Lender Principal Amount of Additional Term B Commitments Various $ 1,496,250.00 NAME OF LENDER: MADISON PARK FUNDING VI, LTD. By: Credit Suisse Asset Management, LLC, as collateral manager Executing as an CONVERTING LENDER: By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director For any Lender requiring a second signature line: By: Name: Title: Class of Existing Term Loan held by Converting Lender Principal amount of Existing Term Loans held by Converting Term Lender Principal Amount of Additional Term B Commitments Various $ 266,200.44 NAME OF LENDER: QUALCOMM GLOBAL TRADING PTE. LTD. By: Credit Suisse Asset Management, LLC, as investment manager Executing as an CONVERTING LENDER: By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director For any Lender requiring a second signature line: By: Name: Title: Class of Existing Term Loan held by Converting Lender Principal amount of Existing Term Loans held by Converting Term Lender Principal Amount of Additional Term B Commitments Various $ 3,990,000.00 NAME OF LENDER: RAYTHEON MASTER PENSION TRUST By: Credit Suisse Asset Management, LLC, as investment manager Executing as an CONVERTING LENDER: By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director For any Lender requiring a second signature line: By: Name: Title: Class of Existing Term Loan held by Converting Lender Principal amount of Existing Term Loans held by Converting Term Lender Principal Amount of Additional Term B Commitments Various $ 997,500.00 NAME OF LENDER: CSAM FUNDING III Executing as an CONVERTING LENDER: By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director For any Lender requiring a second signature line: By: Name: Title: Class of Existing Term Loan held by Converting Lender Principal amount of Existing Term Loans held by Converting Term Lender Principal Amount of Additional Term B Commitments Various $ 454,501.58 NAME OF LENDER: MADISON PARK FUNDING II, LTD. By: Credit Suisse Asset Management, LLC, as collateral manager Executing as an CONVERTING LENDER: By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director For any Lender requiring a second signature line: By: Name: Title: Class of Existing Term Loan held by Converting Lender Principal amount of Existing Term Loans held by Converting Term Lender Principal Amount of Additional Term B Commitments Various $ 393,783.34 NAME OF LENDER: APIDOS CLO X Executing as an CONVERTING LENDER: By: Its Collateral intended to be covered Manager CVC Credit Partners, LLC By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: MD/PM For any Lender requiring a second signature line: By: n/a Name: Title: Class of Existing Term Loan held by such Security Documents; (iv) the Converting Lender Principal amount of Existing Term Loans held by Converting Term Lender Principal Amount of Additional Term B Commitments New Term Loan Extended $ 421,402.50 NAME OF LENDER: APIDOS CLO XI Executing as an CONVERTING LENDER: By: Its Collateral does not include Manager CVC Credit Partners, LLC By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: MD/PM For any “cooperative interest” or “commercial tort claim” Lender requiring a second signature line: By: n/a Name: Title: Class of Existing Term Loan held by Converting Lender Principal amount of Existing Term Loans held by Converting Term Lender Principal Amount of Additional Term B Commitments New Term Loan Extended $ 421,402.44 By: CypressTree Investment Management, LLC, its Collateral Manager Executing as an CONVERTING LENDER: By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Authorized Signatory Class of Existing Term Loan held by Converting Lender Principal amount of Existing Term Loans held by Converting Term Lender Principal Amount of Additional Term B Commitments Extended Term Loan $ 2,397,043.26 NAME OF LENDER: FLAGSHIP CLO III Executing as a CONSENTING NON-CONVERTING LENDER: By: Deutsche Investment Management Americas, Inc. (as such terms are defined successor in Article 9 interest to Deutsche Asset Management, Inc.), As Collateral Manager By: /s/ Xxxx X. Xxxxx Xxxx X. Xxxxx, Managing Director For any Lender requiring a second signature line: By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Director NAME OF LENDER: FLAGSHIP CLO IV Executing as a CONSENTING NON-CONVERTING LENDER: By: Deutsche Investment Management Americas, Inc. (as successor in interest to Deutsche Asset Management, Inc.), As Collateral Manager By: /s/ Xxxx X. Xxxxx Xxxx X. Xxxxx, Managing Director For any Lender requiring a second signature line: By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Director NAME OF LENDER: FLAGSHIP CLO V Executing as an CONVERTING LENDER: By: Deutsche Investment Management Americas, Inc. (as successor in interest to Deutsche Asset Management, Inc.), As Collateral Manager By: /s/ Xxxx X. Xxxxx Xxxx X. Xxxxx, Managing Director For any Lender requiring a second signature line: By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Director Class of the NYUCC); (v) for purposes Existing Term Loan held by Converting Lender Principal amount of Article 9 Existing Term Loans held by Converting Term Lender Principal Amount of the NY UCCAdditional Term B Commitments Term Loan Extended $ 4,712,500.01 NAME OF LENDER: FLAGSHIP CLO VI Executing as an CONVERTING LENDER: By: Deutsche Investment Management Americas, no statuteInc. As Collateral Manager By: /s/ Xxxx X. Xxxxx Xxxx X. Xxxxx, regulation or treaty Managing Director For any Lender requiring a second signature line: By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Director Class of the United States is applicable to Existing Term Loan held by Converting Lender Principal amount of Existing Term Loans held by Converting Term Lender Principal Amount of Additional Term B Commitments Term Loan Extended $ 4,712,500.01 By: Deerfield Capital Management LLC, its Collateral Manager Executing as an CONVERTING LENDER: By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Authorized Signatory Class of Existing Term Loan held by Converting Lender Principal amount of Existing Term Loans held by Converting Term Lender Principal Amount of Additional Term B Commitments Extended Term Loan $ 3,326,034.35 By: Deerfield Capital Management LLC, its Collateral Manager Executing as an CONVERTING LENDER: By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Authorized Signatory Class of Existing Term Loan held by Converting Lender Principal amount of Existing Term Loans held by Converting Term Lender Principal Amount of Additional Term B Commitments Extended Term Loan $ 4,038,155.41 By: Deerfield Capital Management LLC, its Collateral Manager Executing as an CONVERTING LENDER: By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Authorized Signatory Class of Existing Term Loan held by Converting Lender Principal amount of Existing Term Loans held by Converting Term Lender Principal Amount of Additional Term B Commitments Extended Term Loan $ 1,784,673.94 By: Deerfield Capital Management LLC, its Collateral Manager Executing as an CONVERTING LENDER: By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Authorized Signatory Class of Existing Term Loan held by Converting Lender Principal amount of Existing Term Loans held by Converting Term Lender Principal Amount of Additional Term B Commitments Extended Term Loan $ 3,266,489.37 By: Deerfield Capital Management LLC, its Collateral Manager Executing as an CONVERTING LENDER: By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Authorized Signatory Class of Existing Term Loan held by Converting Lender Principal amount of Existing Term Loans held by Converting Term Lender Principal Amount of Additional Term B Commitments Extended Term Loan $ 2,132,088.67 NAME OF LENDER: DEUTSCHE BANK AG CAYMAN ISLANDS BRANCH Executing as an CONVERTING LENDER: By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Assistant Vice President For any Lender requiring a second signature line: By: /s/ Xxxxxxxx Xxxxxxxx Name: Xxxxxxxx Xxxxxxxx Title: Assistant Vice President Class of the Collateral; (vi) the certificates representing the Pledged Equity Interests (used herein to mean the certificates representing the Pledged Stock and the Pledged Beneficial Interests listed in Schedule II to the Security Agreement and in Annex II to each Existing Term Loan held by Converting Lender Principal amount of Existing Term Loans held by Converting Term Lender Principal Amount of Additional Term B Commitments Term Loans $ 28,385,252.41 Executing as an CONVERTING LENDER: By: Deutsche Investment Management Americas, Inc. Investment Advisor By: /s/ Xxxx X. Xxxxx Xxxx X. Xxxxx, Managing Director For any Lender requiring a second signature line: By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Director Class of Existing Term Loan held by Converting Lender Principal amount of Existing Term Loans held by Converting Term Lender Principal Amount of Additional Term B Commitments Term Loan Extended $ 12,897,368.42 Executing as an CONVERTING LENDER: By: Deutsche Investment Management Americas, Inc. As Collateral Supplement) Manager By: /s/ Xxxx X. Xxxxx Xxxx X. Xxxxx, Managing Director For any Lender requiring a second signature line: By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Director Class of BorrowerExisting Term Loan held by Converting Lender Principal amount of Existing Term Loans held by Converting Term Lender Principal Amount of Additional Term B Commitments Term Loan Extended $ 489,610.39 By: Xxxxx Xxxxx Management as Investment Advisor Executing as an CONVERTING LENDER: By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Vice President For any Lender requiring a second signature line: By: Name: Title: Class of Existing Term Loan held by Converting Lender Principal amount of Existing Term Loans held by Converting Term Lender Principal Amount of Additional Term B Commitments New Extended Initial TL $ 829,820.19 By: Silvermine Capital Management LLC As Portfolio Manager Executing as an CONVERTING LENDER: By: /s/ Xxxxx Xxxx-Xxxxxx Name: Xxxxx Xxxx-Xxxxxx Title: Analyst For any Lender requiring a second signature line: By: Name: Title: Class of Existing Term Loan held by Converting Lender Principal amount of Existing Term Loans held by Converting Term Lender Principal Amount of Additional Term B Commitments Various $ 5,259,273.48 NAME OF LENDER: ECP CLO 2012-4, Irish Subsidiary HoldcoLTD By: Silvermine Capital Management Executing as an CONVERTING LENDER: By: /s/ Xxxxx Xxxx-Xxxxxx Name: Xxxxx Xxxx-Xxxxxx Title: Analyst For any Lender requiring a second signature line: By: Name: Title: Class of Existing Term Loan held by Converting Lender Principal amount of Existing Term Loans held by Converting Term Lender Principal Amount of Additional Term B Commitments Various $ 1,832,980.60 By: Crescent Capital Group LP, CA Subsidiary Holdco and each Pledged Equity Party listed in Annex II to each Collateral Supplement is in the possession its sub-adviser Executing as an CONVERTING LENDER: By: /s/ Meric Topbas Name: Meric Topbas Title: Senior Vice President By: /s/ G. Xxxxx Xxxxxx Name: G. Xxxxx Xxxxxx Title: Senior Vice President February 2012 August 2012 $ 698,250.00 NAME OF LENDER: Xxxxx Street CLO, Ltd. Executing as an CONVERTING LENDER: By: /s/ Xxxxx X’Xxxx Name: Xxxxx X’Xxxx Title: Portfolio Manager For any Lender requiring a second signature line: By: Name: Title: Class of the Collateral AgentExisting Term Loan held by Converting Lender Principal amount of Existing Term Loans held by Converting Term Lender Principal Amount of Additional Term B Commitments Various $ 3,394,447.53 NAME OF LENDER: Xxxxxxx Place CLO, together with duly executed in blank instruments Ltd. Executing as an CONVERTING LENDER: By: /s/ Xxxxx X’Xxxx Name: Xxxxx X’Xxxx Title: Portfolio Manager For any Lender requiring a second signature line: By: Name: Title: Class of transfer in respect thereof; and (vii) the instruments representing the Pledged Debt (used herein to mean the Pledged Debt instruments listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) are each in the possession Existing Term Loan held by Converting Lender Principal amount of the Collateral AgentExisting Term Loans held by Converting Term Lender Principal Amount of Additional Term B Commitments Various $ 1,445,424.84 NAME OF LENDER: Lime Street CLO, together with duly executed in blank allonges in respect thereof. Based upon the foregoing and subject to the qualifications and limitations set forth below, we are Ltd. Executing as an CONVERTING LENDER: By: /s/ Xxxxx X’Xxxx Name: Xxxxx X’Xxxx Title: Portfolio Manager For any Lender requiring a second signature line: By: Name: Title: Class of the opinion that: 1. Each Transaction Document is a valid and binding obligation Existing Term Loan held by Converting Lender Principal amount of each Obligor party thereto, enforceable against such Obligor in accordance with its terms. 2. The execution and delivery Existing Term Loans held by each Obligor Converting Term Lender Principal Amount of the Transaction Documents to which it is a party does not, and the performance by each Obligor of its obligations thereunder will not, cause such Obligor to violate any Generally Applicable Law (defined below). 3. No consent, approval or authorization of, and no filing, registration, qualification or recordation with, United States federal or State of New York governmental authorities pursuant to any Generally Applicable Law is required in connection with the execution and delivery and consummation of the transactions contemplated thereby by any Obligor of the Transaction Documents to which it is a party, other than (a) those that are specified in the Transaction Documents, (b) filings necessary to create, record, perfect or maintain the security interests created by the Security Agreement, (c) those that have been duly obtained, taken or made and (d) in the case of Collateral constituting securities, as may be required in connection with any disposition of such Collateral.Additional Term B Commitments Various $ 3,998,289.61

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic imaging means shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with and governed by with, the laws law of the State of New York. EXHIBIT D-1A April 12Xxxxxx Xxxxxxx Senior Funding, 2012 To the Addressees Listed on Schedule 1 Ladies and GentlemenInc. Attn: We have acted as New York counsel to International Lease Finance Corporation (“ILFC”) and the other Obligors as defined below in connection with the [ ] [ ] Telephone: [ ] Facsimile: [ ] Email: [ ] Re: Term Loan C Credit Agreement dated as of November 25, 2014 (the “Credit Agreement”) dated as of among Vine Oil & Gas LP, a Delaware limited partnership (the date hereof among Delos Aircraft Inc. as Borrower (“Borrower”), ILFCthe Guarantors party thereto from time to time, Hyperion Aircraft Inc. (“Parent Holdco”)certain other parties thereto and Xxxxxx Xxxxxxx Senior Funding, Apollo Aircraft Inc. (“CA Subsidiary Holdco”), Artemis (Delos) Limited (“Irish Subsidiary Holdco”), the Lenders party thereto, Bank of America, N.A.Inc., as Administrative Agent and Bank of America, N.A., as Collateral Agent Agent. 1) Dear Sir: The undersigned (the “Proposed Affiliate Assignee”) hereby gives you notice, pursuant to Section 10.07(l) of the Credit Agreement, that (a) it has entered into an agreement to purchase via assignment a portion of the Term Loans under the Credit Agreement, (b) the assignor in the proposed assignment is [ ], (c) immediately after giving effect to such assignment, the Proposed Affiliate Assignee will be an Affiliated Lender, (d) the principal amount of Term Loans to be purchased by such Proposed Affiliate Assignee in the assignment contemplated hereby is $ , (e) the aggregate amount of all Term Loans held by such Proposed Affiliate Assignee and each other Affiliated Lender after giving effect to the assignment hereunder (if accepted) is $[ ], (f) it, in its capacity as a Term Lender under the Credit Agreement, hereby waives any right to bring any action against the Administrative Agent with respect to the Term Loans that are the subject of the proposed assignment hereunder, and (g) the proposed effective date of the assignment contemplated hereby is [ , 20 ]. Very truly yours, [EXACT LEGAL NAME OF PROPOSED AFFILIATE ASSIGNEE] By: Name: Title: Phone Number: Fax: Email: Date: To: [Xxxxxx Xxxxxxx Senior Funding, Inc.], as Auction Agent Ladies and Gentlemen: This Acceptance and Prepayment Notice is delivered to you pursuant to (a) Section 2.05(a)(v)(D) of that certain Term Loan C Credit Agreement dated as of November 25, 2014 (as amended, modified, refinanced and/or restated from time to time, the “Credit Agreement”) among Vine Oil & Gas LP, a Delaware limited partnership (the “Borrower”), the Guarantors party thereto from time to time, certain other parties thereto and Xxxxxx Xxxxxxx Senior Funding, Inc., as Administrative Agent and Collateral Agent, and (b) that certain Solicited Discounted Prepayment Notice, dated , 20 , from the applicable Company Party (the “Solicited Discounted Prepayment Notice”). Capitalized terms used herein and not otherwise defined herein shall have the meanings given meaning ascribed to such terms in the Credit Agreement and the Security Agreement. This opinion Pursuant to Section 2.05(a)(v)(D) of the Credit Agreement, the Company Party hereby irrevocably notifies you that it accepts offers delivered in response to the Solicited Discounted Prepayment Notice having an Offered Discount equal to or greater than [[ ]% in respect of the Term Loans] [[ ]% in respect of the [ , 20 ]1 tranche[(s)] of the [ ]2 Class of Term Loans] (the “Acceptable Discount”) in an aggregate amount not to exceed the Solicited Discounted Prepayment Amount. The Company Party expressly agrees that this Acceptance and Prepayment Notice shall be irrevocable and is delivered pursuant subject to Sections 4.01(e) and 4.02(dthe provisions of Section 2.05(a)(v)(D) of the Credit Agreement. In rendering The Company Party hereby represents and warrants to the opinions expressed below, we have examined executed copies Auction Agent and [the Term Lenders][each Term Lender of the following documents[ , 20 ]3 tranche[s] of the [ ]4 Class of Term Loans] as follows: 1. [At least ten (a10) Credit Agreement; (b) Business Days have passed since the consummation of the most recent Discounted Term Loan Security Agreement Prepayment as a result of a prepayment made by a Company Party on the applicable Discounted Prepayment Effective Date.][At least three (3) Business Days have passed since the date the Company Party was notified that no Term Lender was willing to accept any prepayment of any Term Loan at the Specified Discount, within the Discount Range or at any 1 List multiple tranches if applicable. 2 List applicable Class(es) of Term Loans (e.g., “Security AgreementInitial Term Loans”, “Incremental Term Loans”, “Refinancing Term Loans” or “Extended Term Loans”). 3 List multiple tranches if applicable. 4 List applicable Class(es) dated of Term Loans (e.g., “Initial Term Loans”, “Incremental Term Loans”, “Refinancing Term Loans” or “Extended Term Loans”). discount to par value, as applicable, or in the case of Borrower Solicitation of Discounted Prepayment Offers, the date of any Company Party’s election not to accept any Solicited Discounted Prepayment Offers made by a Term Lender.]5 2. No Default or Event of Default has occurred and is continuing. The Company Party acknowledges that the Auction Agent and the relevant Term Lenders are relying on the truth and accuracy of the date hereof among Parent Holdco, Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco, the additional grantors party thereto and the Collateral Agent; (c) Account Control Agreement (the “Account Control Agreement”) dated as of the date hereof among the Securities Intermediary, Borrower and the Collateral Agent; (d) Intercreditor Agreement (the “Intercreditor Agreement”) dated as of the date hereof among Parent Holdco, Borrower, ILFC, CA Subsidiary Holdco, Irish Subsidiary Holdco and the Collateral Agent; (e) Collateral Supplement (the “Irish Collateral Supplement”) dated as of the date hereof between Irish Subsidiary Holdco and the Collateral Agent; and (f) Collateral Supplement (the “California Collateral Supplement” and together with the Irish Collateral Supplement, the “Collateral Supplements”) dated as of the date hereof between CA Subsidiary Holdco and the Collateral Agent. Each of ILFC, Borrower, Parent Holdco, CA Subsidiary Holdco and Irish Subsidiary Holdco is referred to herein as an “Obligor”. Each of the Credit Agreement, the Security Agreement, the Account Control Agreement, the Intercreditor Agreement and the Collateral Supplements is referred to herein as a “Transaction Document”. Each of the Security Agreement, the Account Control Agreement and the Collateral Supplements is referred to herein as a “Security Document”. We have also examined and relied upon such records and statements and certificates of public officials and representatives and officers of the Obligors and other persons as we have deemed necessary as a basis for the opinions expressed below. As to factual matters relevant to our opinions expressed below, we have, without independent investigation, relied upon the foregoing and the representations and warranties made in or pursuant to the Transaction Documents. We have not reviewed the dockets or other records of any court, arbitrator or governmental or regulatory body or agency or conducted any other investigation or inquiry or otherwise established or verified any factual matter. In such examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as certified or photostatic copies. We have assumed that the Collateral does not include any Aircraft, Engines or Parts (as such terms are defined in the FAA Act), or Aircraft Objects (as defined in the Cape Town Convention), or leases thereof or other interests therein. Except as expressly opined on by us below, we have assumed, without investigation: (i) the due organization, valid existence and, to the extent applicable, good standing of each party to the Transaction Documents; (ii) that each party to the Transaction Documents has requisite power and authority to execute, deliver and perform its obligations under the Transaction Documents to which it is a party; (iii) that each Transaction Document has been duly authorized, executed and delivered by each party thereto; (iv) that each Transaction Document constitutes a valid, binding and enforceable obligation of each party thereto; (v) that the execution, delivery and performance by each party of the Transaction Documents to which it is a party do not contravene such party’s constitutional documents, violate any law, rule or regulation applicable to such party or result in any conflict with or breach of any agreement or instrument to which such party is a party or by which such party is bound; (vi) that each party to the Transaction Documents has obtained or made all consents, approvals, authorizations, filings, registrations, qualifications or recordations with each Governmental Authority required in connection with the execution, delivery and performance of the Transaction Documents; (vii) all applicable filings, registrations, recordations or other actions necessary to perfect as to ownership or security interest (except as set forth herein) including under the Cape Town Convention have been or will be made; (viii) for purposes of the Uniform Commercial Code of the State of New York (the “NYUCC”), Irish Subsidiary Holdco is deemed located in the District of Columbia; and (ix) the accuracy and completeness as of the date hereof of the certificates and other information and statements delivered or made to us by representatives and officers of each Obligor. We have made no investigation or review acceptance of any matters relating to the Obligors or any other person or entity other than as expressly described herein. Further, we have prepayment made no special investigation of the business operations of the Obligors or any other person or entity for the purpose of identifying laws or regulations to which the Obligors or any other person or entity are subject. With reference particularly to our opinion in paragraph 3 below, we note that our representation of the Obligors is limited to this and similar transactions and that we are not generally familiar with their respective affairs or operations. We have also assumed that: (i) all applicable chattel paper (as such term is defined in Article 9 of the NYUCC) constitutes “tangible chattel paper” within the meaning of Section 9-102 of the NYUCC and is located only in the State of New York and is in the possession of the Collateral Agent; (ii) the Collateral subject to the Lien of the Security Documents exists, and each applicable Obligor has rights in the applicable Collateral and has the power to transfer its rights in the applicable Collateral; (iii) the descriptions of the Collateral contained in, or attached as schedules to, the applicable Security Documents sufficiently describe the Collateral intended to be covered by such Security Documents; (iv) the Collateral does not include any “cooperative interest” or “commercial tort claim” (as such terms are defined in Article 9 of the NYUCC); (v) for purposes of Article 9 of the NY UCC, no statute, regulation or treaty of the United States is applicable to any of the Collateral; (vi) the certificates representing the Pledged Equity Interests (used herein to mean the certificates representing the Pledged Stock and the Pledged Beneficial Interests listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) of Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco and each Pledged Equity Party listed in Annex II to each Collateral Supplement is in the possession of the Collateral Agent, together with duly executed in blank instruments of transfer in respect thereof; and (vii) the instruments representing the Pledged Debt (used herein to mean the Pledged Debt instruments listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) are each in the possession of the Collateral Agent, together with duly executed in blank allonges in respect thereof. Based upon the foregoing and subject to the qualifications and limitations set forth below, we are of the opinion that: 1. Each Transaction Document is a valid and binding obligation of each Obligor party thereto, enforceable against such Obligor in accordance with its terms. 2. The execution and delivery by each Obligor of the Transaction Documents to which it is a party does not, and the performance by each Obligor of its obligations thereunder will not, cause such Obligor to violate any Generally Applicable Law (defined below). 3. No consent, approval or authorization of, and no filing, registration, qualification or recordation with, United States federal or State of New York governmental authorities pursuant to any Generally Applicable Law is required in connection with a Solicited Discounted Prepayment Offer. The Company Party requests that the execution Auction Agent promptly notify each Term Lender party to the Credit Agreement of this Acceptance and delivery and consummation Prepayment Notice. [The remainder of the transactions contemplated thereby by any Obligor of the Transaction Documents to which it this page is a party, other than (a) those that are specified in the Transaction Documents, (b) filings necessary to create, record, perfect or maintain the security interests created by the Security Agreement, (c) those that have been duly obtained, taken or made and (d) in the case of Collateral constituting securities, as may be required in connection with any disposition of such Collateralintentionally left blank.]

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with and governed by with, the laws law of the State of New YorkTexas. EXHIBIT D-1A April 12, 2012 To each of the Addressees Listed on Schedule 1 Ladies and Gentlemen: We have acted as New York counsel to International Lease Finance Corporation (“ILFC”) and the other Obligors Banks as defined below in connection with the Term Loan Credit Agreement (the “Credit Agreement”) dated as of the date hereof among Delos Aircraft Inc. as Borrower (“Borrower”), ILFC, Hyperion Aircraft Inc. (“Parent Holdco”), Apollo Aircraft Inc. (“CA Subsidiary Holdco”), Artemis (Delos) Limited (“Irish Subsidiary Holdco”), the Lenders party thereto, herein described and to Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: This opinion is furnished to you pursuant to § 3(a)(iv) of the Second Amendment to Credit Agreement dated as of September 13, 2016 (the “Amendment”) among (i) Xxxxxxx International, Inc., a Delaware corporation, as borrower (the “Borrower”), (ii) Xxxxxxx Restaurant Corporation, a Delaware corporation (“Xxxxxxx Restaurant”), Xxxxxxx Florida, Inc., a Delaware corporation (“Xxxxxxx Florida”), and Xxxxxxx Texas, Inc., a Delaware corporation (“Xxxxxxx Texas” and together with Xxxxxxx Restaurant and Xxxxxxx Florida, each a “Guarantor” and together the “Guarantors”) as guarantors, and (iii) the banks party thereto (the “Banks”), and Bank of America, N.A., as Collateral Administrative Agent for the Banks (in such capacity, the “Administrative Agent”) which amends the Borrower’s Credit Agreement dated as of March 12, 2015 (as amended, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”), pursuant to which the Existing Banks have made available to the Borrower a revolving credit facility (the Existing Credit Agreement as so amended by the Amendment, the “Collateral AgentAmended Credit Agreement”). Capitalized terms used herein and not otherwise defined shall have the meanings given such terms in the Credit Agreement and the Security Agreement. This opinion is delivered pursuant to Sections 4.01(e) and 4.02(d) of the Credit Agreement. In rendering the opinions expressed below, we have examined executed copies of the following documents: (a) Credit Agreement; (b) Term Loan Security Agreement (the “Security Agreement”) dated as of the date hereof among Parent Holdco, Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco, the additional grantors party thereto and the Collateral Agent; (c) Account Control Agreement (the “Account Control Agreement”) dated as of the date hereof among the Securities Intermediary, Borrower and the Collateral Agent; (d) Intercreditor Agreement (the “Intercreditor Agreement”) dated as of the date hereof among Parent Holdco, Borrower, ILFC, CA Subsidiary Holdco, Irish Subsidiary Holdco and the Collateral Agent; (e) Collateral Supplement (the “Irish Collateral Supplement”) dated as of the date hereof between Irish Subsidiary Holdco and the Collateral Agent; and (f) Collateral Supplement (the “California Collateral Supplement” and together with the Irish Collateral Supplement, the “Collateral Supplements”) dated as of the date hereof between CA Subsidiary Holdco and the Collateral Agent. Each of ILFC, Borrower, Parent Holdco, CA Subsidiary Holdco and Irish Subsidiary Holdco is referred to herein as an “Obligor”. Each of the Credit Agreement, the Security Agreement, the Account Control Agreement, the Intercreditor Agreement and the Collateral Supplements is referred to herein as a “Transaction Document”. Each of the Security Agreement, the Account Control Agreement and the Collateral Supplements is referred to herein as a “Security Document”. We have also examined and relied upon such records and statements and certificates of public officials and representatives and officers of the Obligors and other persons as we have deemed necessary as a basis for the opinions expressed below. As to factual matters relevant to our opinions expressed below, we have, without independent investigation, relied upon the foregoing and the representations and warranties made in or pursuant to the Transaction Documents. We have not reviewed the dockets or other records of any court, arbitrator or governmental or regulatory body or agency or conducted any other investigation or inquiry or otherwise established or verified any factual matter. In such examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as certified or photostatic copies. We have assumed that the Collateral does not include any Aircraft, Engines or Parts (as such terms are defined in the FAA Act), or Aircraft Objects (as defined in the Cape Town Convention), or leases thereof or other interests therein. Except as expressly opined on by us below, we have assumed, without investigation: (i) the due organization, valid existence and, to the extent applicable, good standing of each party to the Transaction Documents; (ii) that each party to the Transaction Documents has requisite power and authority to execute, deliver and perform its obligations under the Transaction Documents to which it is a party; (iii) that each Transaction Document has been duly authorized, executed and delivered by each party thereto; (iv) that each Transaction Document constitutes a valid, binding and enforceable obligation of each party thereto; (v) that the execution, delivery and performance by each party of the Transaction Documents to which it is a party do not contravene such party’s constitutional documents, violate any law, rule or regulation applicable to such party or result in any conflict with or breach of any agreement or instrument to which such party is a party or by which such party is bound; (vi) that each party to the Transaction Documents has obtained or made all consents, approvals, authorizations, filings, registrations, qualifications or recordations with each Governmental Authority required in connection Amended Credit Agreement are used herein with the execution, delivery and performance of the Transaction Documents; (vii) all applicable filings, registrations, recordations or other actions necessary to perfect as to ownership or security interest (except as set forth same meaning unless otherwise defined herein) including under the Cape Town Convention have been or will be made; (viii) for purposes of the Uniform Commercial Code of the State of New York (the “NYUCC”), Irish Subsidiary Holdco is deemed located in the District of Columbia; and (ix) the accuracy and completeness as of the date hereof of the certificates and other information and statements delivered or made to us by representatives and officers of each Obligor. We have made no investigation or review of any matters relating to the Obligors or any other person or entity other than as expressly described herein. Further, we have made no special investigation of the business operations of the Obligors or any other person or entity for the purpose of identifying laws or regulations to which the Obligors or any other person or entity are subject. With reference particularly to our opinion in paragraph 3 below, we note that our representation of the Obligors is limited to this and similar transactions and that we are not generally familiar with their respective affairs or operations. We have also assumed that: (i) all applicable chattel paper (as such term is defined in Article 9 of the NYUCC) constitutes “tangible chattel paper” within the meaning of Section 9-102 of the NYUCC and is located only in the State of New York and is in the possession of the Collateral Agent; (ii) the Collateral subject to the Lien of the Security Documents exists, and each applicable Obligor has rights in the applicable Collateral and has the power to transfer its rights in the applicable Collateral; (iii) the descriptions of the Collateral contained in, or attached as schedules to, the applicable Security Documents sufficiently describe the Collateral intended to be covered by such Security Documents; (iv) the Collateral does not include any “cooperative interest” or “commercial tort claim” (as such terms are defined in Article 9 of the NYUCC); (v) for purposes of Article 9 of the NY UCC, no statute, regulation or treaty of the United States is applicable to any of the Collateral; (vi) the certificates representing the Pledged Equity Interests (used herein to mean the certificates representing the Pledged Stock and the Pledged Beneficial Interests listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) of Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco and each Pledged Equity Party listed in Annex II to each Collateral Supplement is in the possession of the Collateral Agent, together with duly executed in blank instruments of transfer in respect thereof; and (vii) the instruments representing the Pledged Debt (used herein to mean the Pledged Debt instruments listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) are each in the possession of the Collateral Agent, together with duly executed in blank allonges in respect thereof. Based upon the foregoing and subject to the qualifications and limitations set forth below, we are of the opinion that: 1. Each Transaction Document is a valid and binding obligation of each Obligor party thereto, enforceable against such Obligor in accordance with its terms. 2. The execution and delivery by each Obligor of the Transaction Documents to which it is a party does not, and the performance by each Obligor of its obligations thereunder will not, cause such Obligor to violate any Generally Applicable Law (defined below). 3. No consent, approval or authorization of, and no filing, registration, qualification or recordation with, United States federal or State of New York governmental authorities pursuant to any Generally Applicable Law is required in connection with the execution and delivery and consummation of the transactions contemplated thereby by any Obligor of the Transaction Documents to which it is a party, other than (a) those that are specified in the Transaction Documents, (b) filings necessary to create, record, perfect or maintain the security interests created by the Security Agreement, (c) those that have been duly obtained, taken or made and (d) in the case of Collateral constituting securities, as may be required in connection with any disposition of such Collateral.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts (and by different parties hereto on different counterparts), which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy facsimile or other electronic image scan transmission shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with and governed by with, the laws of the State of New York. EXHIBIT D-1A April 12Citibank, N.A. as Administrative Agent under the Credit Agreement referred to below 0000 Xxxxx Xxxx, Building #2 New Castle, Delaware 19720 Attention: Xxxxxxx Xxxxxx 000 Xxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxx 00000 Attention: Xxxxxxx Xxxxxx , 20 Re: MPLX OPERATIONS LLC (the “Borrower”) Reference is made to the Revolving Credit Agreement, dated as of September 14, 2012 To the Addressees Listed on Schedule 1 Ladies and Gentlemen: We have acted (as New York counsel amended, supplemented or otherwise modified from time to International Lease Finance Corporation (“ILFC”) and the other Obligors as defined below in connection with the Term Loan Credit Agreement (time, the “Credit Agreement”) dated as of the date hereof among Delos Aircraft Inc. as Borrower (“Borrower”), ILFCamong the Borrower, Hyperion Aircraft Inc. (“MPLX LP, a Delaware limited partnership, as Parent Holdco”), Apollo Aircraft Inc. (“CA Subsidiary Holdco”), Artemis (Delos) Limited (“Irish Subsidiary Holdco”)Guarantor, the Lenders party thereto, Bank of Americaparties thereto and Citibank, N.A., as Administrative Agent and Bank of America, N.A., as Collateral Agent (the “Collateral Agent”). Capitalized terms used herein and not otherwise defined shall have the meanings given such terms herein are used herein as defined in the Credit Agreement and the Security Agreement. This opinion is delivered The Borrower hereby gives you notice, irrevocably, pursuant to Sections 4.01(eSection 2.03 of the Credit Agreement that the Borrower hereby requests a Borrowing of Revolving Loans under the Credit Agreement and, in that connection, sets forth below the information relating to such Borrowing (the “Proposed Borrowing”) as required by Section 2.03 of the Credit Agreement: (a) the aggregate principal amount of the Proposed Borrowing is $ ;1 (b) the date of the Proposed Borrowing is , 20 (the “Funding Date”);2 (c) the Proposed Borrowing is [an ABR Revolving Borrowing] [a Eurodollar Revolving Borrowing]; (d) [such Eurodollar Revolving Borrowing shall have an initial Interest Period of [one] [two] [three] [six] month[s];] and (e) the funds of the Proposed Borrowing are to be disbursed to [Account Name and 4.02(dNumber]. 3 1 For any Eurodollar Revolving Borrowing, such Proposed Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000. For an ABR Revolving Borrowing, such Proposed Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $1,000,000, except as permitted by Section 2.02(c) of the Credit Agreement. In rendering the opinions expressed below, we have examined executed copies of the following documents2 Such Funding Date must be a Business Day. The undersigned hereby certifies as follows: (a) the representations and warranties of the Loan Parties set forth in the Credit Agreement (other than, if the Funding Date is after the Closing Date, representations and warranties in Section 3.04(c), Section 3.05, Section 3.06(a), Section 3.12(a), Section 3.13, Section 3.14 and Section 3.15 of the Credit Agreement;) and the other Loan Documents are true and correct in all material respects on and as of the Funding Date, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the Funding Date such representations and warranties continue to be true and correct in all material respects as of such specified earlier date; provided that in each case, such materiality qualifier is not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and (b) Term Loan Security Agreement (at the “Security Agreement”time of and immediately after giving effect to the Proposed Borrowing on the Funding Date, no Default has occurred and is continuing. By: Name: Title: 3 In the case of an ABR Revolving Borrowing requested to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e) dated as of the date hereof among Parent Holdco, Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco, the additional grantors party thereto and the Collateral Agent; (c) Account Control Agreement (the “Account Control Agreement”) dated as of the date hereof among the Securities Intermediary, Borrower and the Collateral Agent; (d) Intercreditor Agreement (the “Intercreditor Agreement”) dated as of the date hereof among Parent Holdco, Borrower, ILFC, CA Subsidiary Holdco, Irish Subsidiary Holdco and the Collateral Agent; (e) Collateral Supplement (the “Irish Collateral Supplement”) dated as of the date hereof between Irish Subsidiary Holdco and the Collateral Agent; and (f) Collateral Supplement (the “California Collateral Supplement” and together with the Irish Collateral Supplement, the “Collateral Supplements”) dated as of the date hereof between CA Subsidiary Holdco and the Collateral Agent. Each of ILFC, Borrower, Parent Holdco, CA Subsidiary Holdco and Irish Subsidiary Holdco is referred to herein as an “Obligor”. Each of the Credit Agreement, identify the Security Issuing Bank that has made such LC Disbursement. Citibank, N.A. as Administrative Agent under the Credit Agreement referred to below 0000 Xxxxx Xxxx, Building #2 New Castle, Delaware 19720 Attention: Xxxxxxx Xxxxxx 000 Xxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxx 00000 Attention: Xxxxxxx Xxxxxx , 20 Re: MPLX OPERATIONS LLC (the “Borrower”) Reference is made to the Revolving Credit Agreement, the Account Control Agreementdated as of September 14, 2012 (as amended, supplemented or otherwise modified from time to time, the Intercreditor Agreement “Credit Agreement”), among the Borrower, MPLX LP, a Delaware limited partnership, as Parent Guarantor, the Lenders parties thereto and the Collateral Supplements is referred to Citibank, N.A., as Administrative Agent. Capitalized terms used herein and not otherwise defined herein are used herein as a “Transaction Document”. Each of the Security Agreement, the Account Control Agreement and the Collateral Supplements is referred to herein as a “Security Document”. We have also examined and relied upon such records and statements and certificates of public officials and representatives and officers of the Obligors and other persons as we have deemed necessary as a basis for the opinions expressed below. As to factual matters relevant to our opinions expressed below, we have, without independent investigation, relied upon the foregoing and the representations and warranties made in or pursuant to the Transaction Documents. We have not reviewed the dockets or other records of any court, arbitrator or governmental or regulatory body or agency or conducted any other investigation or inquiry or otherwise established or verified any factual matter. In such examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as certified or photostatic copies. We have assumed that the Collateral does not include any Aircraft, Engines or Parts (as such terms are defined in the FAA ActCredit Agreement. The Borrower hereby gives you notice, irrevocably, pursuant to Section 2.07 of the Credit Agreement that it elects to [continue the Borrowing listed below, or a portion thereof as described below] [convert the Borrowing listed below, or a portion thereof as described below, to a different Type], and in that connection sets forth below the terms on which such [conversion] [continuation] is to be made. The applicable Borrowing is a Borrowing of $ in principal amount of presently outstanding Revolving Loans that are [ABR Loans] [Eurodollar Loans having an Interest Period ending on , 20 ]. a. The amount of the Borrowing to which this Interest Election Request applies:1 b. The effective date of the election (which is a Business Day): c. Type of Borrowing following [conversion] [continuation]: [ABR Revolving Borrowing] [Eurodollar Revolving Borrowing] 1 If different options are being elected with respect to different portions of such Borrowing, specify the portions thereof to be allocated to each resulting Borrowing and specify the information requested in clauses (b), (c) and (d) for each resulting Borrowing. d. Interest Period and the last day thereof:2 [one] [two] [three] [six] month[s] By: Name: Title: 2 For Eurodollar Revolving Borrowings only. Shall be subject to the definition of “Interest Period” in the Credit Agreement. Lender: [NAME OF LENDER] New York, New York [ ], 20[ ] FOR VALUE RECEIVED, the undersigned, MPLX OPERATIONS LLC, a Delaware limited liability company (the “Borrower”), hereby promises to pay to the order of the Lender set forth above (the “Lender”) the principal amount equal to the Commitment of such Lender to make Revolving Loans under the Credit Agreement, or Aircraft Objects such lesser amount as shall equal the aggregate unpaid principal amount of all Revolving Loans (as defined in the Cape Town Convention), or leases thereof or other interests therein. Except as expressly opined on by us Credit Agreement referred to below, we have assumed, without investigation: (i) of the due organization, valid existence and, Lender to the extent applicableBorrower, good standing of each party to the Transaction Documents; (ii) that each party to the Transaction Documents has requisite power and authority to execute, deliver and perform its obligations under the Transaction Documents to which it is a party; (iii) that each Transaction Document has been duly authorized, executed and delivered by each party thereto; (iv) that each Transaction Document constitutes a valid, binding and enforceable obligation of each party thereto; (v) that the execution, delivery and performance by each party of the Transaction Documents to which it is a party do not contravene payable at such party’s constitutional documents, violate any law, rule or regulation applicable to such party or result in any conflict with or breach of any agreement or instrument to which such party is a party or by which such party is bound; (vi) that each party to the Transaction Documents has obtained or made all consents, approvals, authorizations, filings, registrations, qualifications or recordations with each Governmental Authority required in connection with the execution, delivery and performance of the Transaction Documents; (vii) all applicable filings, registrations, recordations or other actions necessary to perfect as to ownership or security interest (except as set forth herein) including under the Cape Town Convention have been or will be made; (viii) for purposes of the Uniform Commercial Code of the State of New York (the “NYUCC”), Irish Subsidiary Holdco is deemed located in the District of Columbia; and (ix) the accuracy and completeness as of the date hereof of the certificates and other information and statements delivered or made to us by representatives and officers of each Obligor. We have made no investigation or review of any matters relating to the Obligors or any other person or entity other than as expressly described herein. Further, we have made no special investigation of the business operations of the Obligors or any other person or entity for the purpose of identifying laws or regulations to which the Obligors or any other person or entity are subject. With reference particularly to our opinion in paragraph 3 below, we note that our representation of the Obligors is limited to this and similar transactions and that we are not generally familiar with their respective affairs or operations. We have also assumed that: (i) all applicable chattel paper (as such term is defined in Article 9 of the NYUCC) constitutes “tangible chattel paper” within the meaning of Section 9-102 of the NYUCC and is located only in the State of New York and is in the possession of the Collateral Agent; (ii) the Collateral subject to the Lien of the Security Documents existstimes, and each applicable Obligor has rights in the applicable Collateral and has the power to transfer its rights in the applicable Collateral; (iii) the descriptions of the Collateral contained insuch amounts, or attached as schedules to, the applicable Security Documents sufficiently describe the Collateral intended to be covered by such Security Documents; (iv) the Collateral does not include any “cooperative interest” or “commercial tort claim” (as such terms are defined in Article 9 of the NYUCC); (v) for purposes of Article 9 of the NY UCC, no statute, regulation or treaty of the United States is applicable to any of the Collateral; (vi) the certificates representing the Pledged Equity Interests (used herein to mean the certificates representing the Pledged Stock and the Pledged Beneficial Interests listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) of Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco and each Pledged Equity Party listed in Annex II to each Collateral Supplement is in the possession of the Collateral Agent, together with duly executed in blank instruments of transfer in respect thereof; and (vii) the instruments representing the Pledged Debt (used herein to mean the Pledged Debt instruments listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) are each in the possession of the Collateral Agent, together with duly executed in blank allonges in respect thereof. Based upon the foregoing and subject to the qualifications and limitations set forth below, we are of the opinion that: 1. Each Transaction Document is a valid and binding obligation of each Obligor party thereto, enforceable against such Obligor in accordance with its terms. 2. The execution and delivery by each Obligor of the Transaction Documents to which it is a party does not, and the performance by each Obligor of its obligations thereunder will not, cause such Obligor to violate any Generally Applicable Law (defined below). 3. No consent, approval or authorization of, and no filing, registration, qualification or recordation with, United States federal or State of New York governmental authorities pursuant to any Generally Applicable Law is required in connection with the execution and delivery and consummation of the transactions contemplated thereby by any Obligor of the Transaction Documents to which it is a party, other than (a) those that are specified in the Transaction DocumentsCredit Agreement. The Borrower promises to pay interest on the unpaid principal amount of each Revolving Loan from the date such Revolving Loan is made until such principal amount is paid in full, at such interest rates, and payable at such times, as are specified in the Credit Agreement. Both principal and interest payable to the Lender under this Note shall be payable in dollars (bas defined in the Credit Agreement referred to below) filings necessary to createthe Administrative Agent to such account as it may specify from time to time pursuant to the Credit Agreement, recordin immediately available funds. This Note is issued pursuant to, perfect governed by and is entitled to the benefits of, the Revolving Credit Agreement, dated as of September 14, 2012 (as amended, supplemented or maintain otherwise modified from time to time, the security interests created “Credit Agreement”), among the Borrower, MPLX LP, a Delaware limited partnership, as Parent Guarantor, the Lenders parties thereto and Citibank, N.A., as Administrative Agent. Capitalized terms used herein and not defined herein are used herein as defined in the Credit Agreement. The Credit Agreement, among other things, contains provisions for acceleration of the maturity of the unpaid principal amount of this Note upon the happening of certain stated events and also for prepayments on account of the principal hereof prior to the maturity hereof upon the terms and conditions therein specified. Demand, diligence, presentment, protest and notice of non-payment and protest are hereby waived by the Security AgreementBorrower. THIS NOTE SHALL BE GOVERNED BY, (c) those that have been duly obtainedAND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, taken or made and (d) in the case of Collateral constituting securities, as may be required in connection with any disposition of such CollateralTHE LAW OF THE STATE OF NEW YORK.

General Provisions. This Assignment and Assumption shall be binding upon, and inure accrue to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and AssumptionAssignment. This Assignment and Assumption shall be governed by, and construed in accordance with and governed by with, the internal laws of the State of New YorkYork without regard to conflict of laws principles thereof. EXHIBIT D-1A April 12Reference is made to the Credit and Guaranty Agreement, 2012 To the Addressees Listed on Schedule 1 Ladies and Gentlemen: We have acted dated as New York counsel to International Lease Finance Corporation of July 13, 2010 (“ILFC”) and the other Obligors as defined below in connection with the Term Loan Credit Agreement (it may be amended, supplemented or otherwise modified, the “Credit Agreement”) dated ; the terms defined therein and not otherwise defined herein being used herein as of the date hereof therein defined), by and among Delos Aircraft Inc. as Borrower Exopack Holding Corp., a Delaware corporation (“Borrower”), ILFCExopack Key Holdings, Hyperion Aircraft Inc. (“Parent Holdco”)LLC, Apollo Aircraft Inc. (“CA Subsidiary Holdco”)a Delaware limited liability company, Artemis (Delos) Limited (“Irish Subsidiary Holdco”)and certain Subsidiaries of Borrower, as Guarantors, the Lenders party thereto, Bank of America, N.A.thereto from time to time and Xxxxxxx Xxxxx Lending Partners LLC, as Syndication Agent, Administrative Agent and Bank of America, N.A., as Collateral Agent (the “Collateral Agent”). Capitalized terms used herein and not otherwise defined shall have the meanings given such terms in the Credit Agreement and the Security Agreement. This opinion is delivered pursuant to Sections 4.01(e) and 4.02(d) of the Credit Agreement. In rendering the opinions expressed below, we have examined executed copies of the following documents: (a) Credit Agreement; (b) Term Loan Security Agreement (the “Security Agreement”) dated as of the date hereof among Parent Holdco, Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco, the additional grantors party thereto and the Collateral Agent; (c) Account Control Agreement (the “Account Control Agreement”) dated as of the date hereof among the Securities Intermediary, Borrower and the Collateral Agent; (d) Intercreditor Agreement (the “Intercreditor Agreement”) dated as of the date hereof among Parent Holdco, Borrower, ILFC, CA Subsidiary Holdco, Irish Subsidiary Holdco and the Collateral Agent; (e) Collateral Supplement (the “Irish Collateral Supplement”) dated as of the date hereof between Irish Subsidiary Holdco and the Collateral Agent; and (f) Collateral Supplement (the “California Collateral Supplement” and together with the Irish Collateral Supplement, the “Collateral Supplements”) dated as of the date hereof between CA Subsidiary Holdco and the Collateral Documentation Agent. Each of ILFC, Borrower, Parent Holdco, CA Subsidiary Holdco and Irish Subsidiary Holdco is referred Pursuant to herein as an “Obligor”. Each Section 2.16(c) of the Credit Agreement, the Security Agreementundersigned hereby certifies that it is not a “bank”, or a “10-percent-shareholder” or a “controlled foreign corporation” related to Borrower, each as described in Section 881(c)(3) of the Internal Revenue Code of 1986, as amended. By: ____________________________ Name: Title: 1. We are, respectively, the Account Control Agreement, the Intercreditor Agreement chief executive officer and the Collateral Supplements is referred to herein as chief financial officer of EXOPACK HOLDINGS CORP., a Delaware corporation (“Transaction DocumentBorrower”. Each of the Security Agreement, the Account Control Agreement and the Collateral Supplements is referred to herein as a “Security Document”). 2. We have also examined and relied upon such records and statements and certificates reviewed the terms of public officials and representatives and officers Section 3 of the Obligors Credit and other persons Guaranty Agreement, dated as of July 13, 2010 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Borrower, Exopack Key Holdings, LLC, a Delaware limited liability company and certain Subsidiaries of Borrower, as Guarantors, the Lenders party thereto from time to time and Xxxxxxx Sachs Lending Partners LLC, as Syndication Agent, Administrative Agent and Documentation Agent, and the definitions and provisions contained in such Credit Agreement relating thereto, and in our opinion we have deemed made, or have caused to be made under our supervision, such examination or investigation as is necessary to enable us to express an informed opinion as a basis for to the opinions expressed belowmatters referred to herein. 3. As to factual matters relevant to Based upon our opinions expressed belowreview and examination described in paragraph 2 above, we havecertify, without independent investigationon behalf of Borrower, relied upon the foregoing and the representations and warranties made in or pursuant to the Transaction Documents. We have not reviewed the dockets or other records of any court, arbitrator or governmental or regulatory body or agency or conducted any other investigation or inquiry or otherwise established or verified any factual matter. In such examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as certified or photostatic copies. We have assumed that the Collateral does not include any Aircraft, Engines or Parts (as such terms are defined in the FAA Act), or Aircraft Objects (as defined in the Cape Town Convention), or leases thereof or other interests therein. Except as expressly opined on by us below, we have assumed, without investigation: (i) the due organization, valid existence and, to the extent applicable, good standing of each party to the Transaction Documents; (ii) that each party to the Transaction Documents has requisite power and authority to execute, deliver and perform its obligations under the Transaction Documents to which it is a party; (iii) that each Transaction Document has been duly authorized, executed and delivered by each party thereto; (iv) that each Transaction Document constitutes a valid, binding and enforceable obligation of each party thereto; (v) that the execution, delivery and performance by each party of the Transaction Documents to which it is a party do not contravene such party’s constitutional documents, violate any law, rule or regulation applicable to such party or result in any conflict with or breach of any agreement or instrument to which such party is a party or by which such party is bound; (vi) that each party to the Transaction Documents has obtained or made all consents, approvals, authorizations, filings, registrations, qualifications or recordations with each Governmental Authority required in connection with the execution, delivery and performance of the Transaction Documents; (vii) all applicable filings, registrations, recordations or other actions necessary to perfect as to ownership or security interest (except as set forth herein) including under the Cape Town Convention have been or will be made; (viii) for purposes of the Uniform Commercial Code of the State of New York (the “NYUCC”), Irish Subsidiary Holdco is deemed located in the District of Columbia; and (ix) the accuracy and completeness as of the date hereof of the certificates and other information and statements delivered or made to us by representatives and officers of each Obligor. We have made no investigation or review of any matters relating to the Obligors or any other person or entity other than as expressly described herein. Further, we have made no special investigation of the business operations of the Obligors or any other person or entity for the purpose of identifying laws or regulations to which the Obligors or any other person or entity are subject. With reference particularly to our opinion in paragraph 3 below, we note that our representation of the Obligors is limited to this and similar transactions and that we are not generally familiar with their respective affairs or operations. We have also assumed thathereof: (i) all applicable chattel paper (as such term is defined the representations and warranties contained in Article 9 each of the NYUCC) constitutes “tangible chattel paper” within the meaning of Section 9-102 Credit Documents are true, correct and complete in all material respects on and as of the NYUCC and is located only in the State of New York and is in the possession of the Collateral Agent; (ii) the Collateral subject Closing Date, except to the Lien extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties are true, correct and complete in all material respects on and as of the Security Documents existssuch earlier date; provided that, and in each applicable Obligor has rights in the applicable Collateral and has the power to transfer its rights in the applicable Collateral; (iii) the descriptions of the Collateral contained incase, or attached as schedules to, the applicable Security Documents sufficiently describe the Collateral intended to be covered by such Security Documents; (iv) the Collateral does materiality qualifier is not include any “cooperative interest” or “commercial tort claim” (as such terms are defined in Article 9 of the NYUCC); (v) for purposes of Article 9 of the NY UCC, no statute, regulation or treaty of the United States is applicable to any of the Collateral; (vi) the certificates representing the Pledged Equity Interests (used herein to mean the certificates representing the Pledged Stock representations and the Pledged Beneficial Interests listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) of Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco and each Pledged Equity Party listed in Annex II to each Collateral Supplement is warranties that already are qualified or modified by materiality in the possession of the Collateral Agent, together with duly executed in blank instruments of transfer in respect text thereof; and (viiii) no event has occurred and is continuing or would result from the instruments representing the Pledged Debt (used herein to mean the Pledged Debt instruments listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) are each in the possession of the Collateral Agent, together with duly executed in blank allonges in respect thereof. Based upon the foregoing and subject to the qualifications and limitations set forth below, we are of the opinion that: 1. Each Transaction Document is a valid and binding obligation of each Obligor party thereto, enforceable against such Obligor in accordance with its terms. 2. The execution and delivery by each Obligor of the Transaction Documents to which it is a party does not, and the performance by each Obligor of its obligations thereunder will not, cause such Obligor to violate any Generally Applicable Law (defined below). 3. No consent, approval or authorization of, and no filing, registration, qualification or recordation with, United States federal or State of New York governmental authorities pursuant to any Generally Applicable Law is required in connection with the execution and delivery and consummation of the transactions borrowing contemplated thereby by any Obligor hereby that would constitute an Event of Default or a Default. 4. Attached as Annex A hereto are true and complete (and, where applicable, executed and conformed) copies of each of the Transaction Documents Acquisition Documents, and we have reviewed the terms of each of such documents and in our opinion we have made, or have caused to which it be made under our supervision, such examination or investigation as is a partynecessary to enable us to express an informed opinion as to the matters referred to in paragraph 3. 5. Each Credit Party has requested Xxxxxx, other than Xxxxx & Xxxxxxx LLP and Kreis, Enderle, Xxxxxxx & Xxxxxx, P.C. to deliver to Administrative Agent and Lenders on the Closing Date favorable written opinions in form and substance reasonably satisfactory to the Administrative Agent and Arranger. 6. Attached hereto as Annex B are true, complete and correct copies of (a) those that are specified in the Transaction DocumentsHistorical Financial Statements, (b) filings necessary any additional audited and unaudited financial statements for all recent, probable or pending acquisitions required to createbe disclosed to the holders of the Existing Notes and prepared in accordance with the Borrower’s historical methodology as posted to the holders of the Existing Notes on the Borrower’s web-site, record, perfect or maintain including the security interests created by the Security Agreement, Agreed Synergies and (c) those that have been duly obtainedpro forma consolidated and consolidating balance sheets of Borrower and its Subsidiaries as at the Closing Date, taken and reflecting the consummation of the Acquisition, the related financings and the other transactions contemplated by the Credit Documents to occur on or made prior to the Closing Date, which pro forma financial statements shall be prepared in accordance with the Borrower’s historical methodology as posted to the holders of the Existing Notes on the Borrower’s web-site, and (d) in including the case of Collateral constituting securities, as may be required in connection with any disposition of such CollateralAgreed Synergies.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with and governed by with, the laws Law of the State of New York. EXHIBIT D-1A April 12Date: , 2012 To the Addressees Listed on Schedule 1 Ladies and GentlemenTo: We have acted as New York counsel to International Lease Finance Corporation (“ILFC”) and the other Obligors as defined below in connection with the Term Loan Credit Agreement (the “Credit Agreement”) dated as of the date hereof among Delos Aircraft Inc. as Borrower (“Borrower”), ILFC, Hyperion Aircraft Inc. (“Parent Holdco”), Apollo Aircraft Inc. (“CA Subsidiary Holdco”), Artemis (Delos) Limited (“Irish Subsidiary Holdco”), the Lenders party thereto, Bank of AmericaJPMorgan Chase Bank, N.A., as Administrative Agent Ladies and Bank Gentlemen: This Subsidiary Swingline Borrower Request and Assumption Agreement is made and delivered pursuant to Section 2.14 of Americathat certain Credit Agreement, N.A.dated as of December 20, 2011 (as the same may be amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Xxxxxxx-Xxxxxx International Inc. (“Xxxxxxx-Xxxxxx International”), certain Revolving Borrowers party thereto from time to time, certain Subsidiary Swingline Borrowers party thereto from time to time, the Lenders from time to time party thereto, JPMCB, as Collateral Administrative Agent (and L/C Issuer to the “Collateral Agent”)Revolving Borrowers, certain Swingline Lenders and certain other L/C Issuers from time to time party thereto, and the other agents party thereto, and reference is made thereto for full particulars of the matters described therein. Capitalized All capitalized terms used herein in this Subsidiary Swingline Borrower Request and Assumption Agreement and not otherwise defined herein shall have the meanings given such terms assigned to them in the Credit Agreement Agreement. Each of ______________________ (the “Applicant Borrower”) and Xxxxxxx-Xxxxxx International hereby confirms, represents and warrants to the Administrative Agent and the Security AgreementLenders that the Applicant Borrower is a Subsidiary of Xxxxxxx-Xxxxxx International. This opinion The address of the Applicant Borrower is as follows: _____________________________________. The documents required to be delivered pursuant to Sections 4.01(e) the Administrative Agent and 4.02(d) the affected Swingline Lender under Section 2.14 of the Credit Agreement will be furnished to the Administrative Agent and the affected Swingline Lender in accordance with the requirements of the Credit Agreement. In rendering The parties hereto hereby confirm that with effect from the opinions expressed belowdate hereof, we the Applicant Borrower shall have examined executed copies obligations, duties and liabilities toward each of the following documents: (a) other parties to the Credit Agreement; (b) Term Loan Security Agreement (identical to those which the “Security Agreement”) dated Applicant Borrower would have had if the Applicant Borrower had been an original party to the Credit Agreement as of the date hereof among Parent Holdcoa Subsidiary Swingline Borrower. The Applicant Borrower confirms its acceptance of, Borrowerand consents to, Irish Subsidiary Holdcoall representations and warranties, CA Subsidiary Holdcocovenants, the additional grantors party thereto and the Collateral Agent; (c) Account Control Agreement (the “Account Control Agreement”) dated as of the date hereof among the Securities Intermediary, Borrower other terms and the Collateral Agent; (d) Intercreditor Agreement (the “Intercreditor Agreement”) dated as of the date hereof among Parent Holdco, Borrower, ILFC, CA Subsidiary Holdco, Irish Subsidiary Holdco and the Collateral Agent; (e) Collateral Supplement (the “Irish Collateral Supplement”) dated as of the date hereof between Irish Subsidiary Holdco and the Collateral Agent; and (f) Collateral Supplement (the “California Collateral Supplement” and together with the Irish Collateral Supplement, the “Collateral Supplements”) dated as of the date hereof between CA Subsidiary Holdco and the Collateral Agent. Each of ILFC, Borrower, Parent Holdco, CA Subsidiary Holdco and Irish Subsidiary Holdco is referred to herein as an “Obligor”. Each provisions of the Credit Agreement. The parties hereto hereby request that the Applicant Borrower be entitled to receive Swingline Loans under the Credit Agreement in the Subsidiary Currency, having the Security Agreement, the Account Control Agreement, the Intercreditor Agreement Subsidiary Currency Sublimit and the Collateral Supplements is referred to herein as a “Transaction Document”. Each of the Security Agreement, the Account Control Agreement and the Collateral Supplements is referred to herein as a “Security Document”. We have also examined and relied upon such records and statements and certificates of public officials and representatives and officers of the Obligors and other persons as we have deemed necessary as a basis for the opinions expressed below. As to factual matters relevant to our opinions expressed below, we have, without independent investigation, relied upon the foregoing and the representations and warranties be made in or pursuant to the Transaction Documents. We have not reviewed the dockets or other records of any court, arbitrator or governmental or regulatory body or agency or conducted any other investigation or inquiry or otherwise established or verified any factual matter. In such examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as certified or photostatic copies. We have assumed that the Collateral does not include any Aircraft, Engines or Parts (as such terms are defined in the FAA Act), or Aircraft Objects (as defined in the Cape Town Convention), or leases thereof or other interests therein. Except as expressly opined on by us below, we have assumed, without investigation: (i) the due organization, valid existence and, to the extent applicable, good standing of each party to the Transaction Documents; (ii) that each party to the Transaction Documents has requisite power and authority to execute, deliver and perform its obligations under the Transaction Documents to which it is a party; (iii) that each Transaction Document has been duly authorized, executed and delivered by each party thereto; (iv) that each Transaction Document constitutes a valid, binding and enforceable obligation of each party thereto; (v) that the execution, delivery and performance by each party of the Transaction Documents to which it is a party do not contravene such party’s constitutional documents, violate any law, rule or regulation applicable to such party or result in any conflict with or breach of any agreement or instrument to which such party is a party or by which such party is bound; (vi) that each party to the Transaction Documents has obtained or made all consents, approvals, authorizations, filings, registrations, qualifications or recordations with each Governmental Authority required in connection with the execution, delivery and performance of the Transaction Documents; (vii) all applicable filings, registrations, recordations or other actions necessary to perfect as to ownership or security interest (except as set forth herein) including under the Cape Town Convention have been or will be made; (viii) for purposes of the Uniform Commercial Code of the State of New York (the “NYUCC”), Irish Subsidiary Holdco is deemed located in the District of Columbia; and (ix) the accuracy and completeness as of the date hereof of the certificates and other information and statements delivered or made to us by representatives and officers of each Obligor. We have made no investigation or review of any matters relating to the Obligors or any other person or entity other than as expressly described herein. Further, we have made no special investigation of the business operations of the Obligors or any other person or entity for the purpose of identifying laws or regulations to which the Obligors or any other person or entity are subject. With reference particularly to our opinion in paragraph 3 below, we note that our representation of the Obligors is limited to this and similar transactions and that we are not generally familiar with their respective affairs or operations. We have also assumed that: (i) all applicable chattel paper (as such term is defined in Article 9 of the NYUCC) constitutes “tangible chattel paper” within the meaning of Section 9-102 of the NYUCC and is located only in the State of New York and is in the possession of the Collateral Agent; (ii) the Collateral subject to the Lien of the Security Documents exists, and each applicable Obligor has rights in the applicable Collateral and has the power to transfer its rights in the applicable Collateral; (iii) the descriptions of the Collateral contained in, or attached as schedules to, the applicable Security Documents sufficiently describe the Collateral intended to be covered by such Security Documents; (iv) the Collateral does not include any “cooperative interest” or “commercial tort claim” (as such terms are defined in Article 9 of the NYUCC); (v) for purposes of Article 9 of the NY UCC, no statute, regulation or treaty of the United States is applicable to any of the Collateral; (vi) the certificates representing the Pledged Equity Interests (used herein to mean the certificates representing the Pledged Stock and the Pledged Beneficial Interests listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) of Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco and each Pledged Equity Party listed in Annex II to each Collateral Supplement is in the possession of the Collateral Agent, together with duly executed in blank instruments of transfer in respect thereof; and (vii) the instruments representing the Pledged Debt (used herein to mean the Pledged Debt instruments listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) are each in the possession of the Collateral Agent, together with duly executed in blank allonges in respect thereof. Based upon the foregoing and subject to the qualifications and limitations jurisdiction set forth below, we are and understand, acknowledge and agree that neither the Applicant Borrower nor Xxxxxxx-Xxxxxx International on its behalf shall have any right to request any Swingline Loans for its account unless and until the date five Business Days after the effective date designated by the Administrative Agent in a Notice of Designation of Additional Subsidiary Swingline Borrower, Applicable Subsidiary Currency and Subsidiary Currency Sublimit delivered to Xxxxxxx-Xxxxxx International and the Swingline Lender pursuant to Section 2.14 of the opinion that: 1Credit Agreement. Each Transaction Document is a valid Name of Subsidiary Swingline Borrower Subsidiary Currency and binding obligation of each Obligor party thereto, enforceable against such Obligor Sublimit Permitted Jurisdiction in accordance with its terms. 2. The execution and delivery by each Obligor of the Transaction Documents to which it is a party does not, and the performance by each Obligor of its obligations thereunder will not, cause such Obligor to violate any Generally Applicable Law (defined below). 3. No consent, approval or authorization of, and no filing, registration, qualification or recordation with, United States federal or State of New York governmental authorities pursuant to any Generally Applicable Law is required in connection with the execution and delivery and consummation of the transactions contemplated thereby by any Obligor of the Transaction Documents to which it is a party, other than (a) those that are specified in the Transaction Documents, (b) filings necessary to create, record, perfect or maintain the security interests created by the Security Agreement, (c) those that have been duly obtained, taken or made and (d) in the case of Collateral constituting securities, as Swingline Loans may be required in connection with any disposition of made to such CollateralSubsidiary Swingline Borrower This Subsidiary Swingline Borrower Request and Assumption Agreement shall constitute a Loan Document under the Credit Agreement. THIS SUBSIDIARY SWINGLINE BORROWER REQUEST AND ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE; PROVIDED THAT THE ADMINISTRATIVE AGENT AND EACH LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.

General Provisions. This Assignment and Assumption Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption Acceptance may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption Acceptance by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and AssumptionAcceptance. This Assignment and Assumption Acceptance shall be governed by, and construed in accordance with and governed by with, the laws law of the State of New York. EXHIBIT D-1A April 12Each party hereto acknowledges and agrees that the Administrative Agent shall not be liable for any losses, 2012 To damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements of any kind or nature whatsoever incurred or suffered by any Person in connection with any compliance or non-compliance with Section 9.04(k)(iv) or any purported assignment exceeding the Addressees Listed on Schedule 1 Affiliated Lender Cap (it being understood and agreed that the Affiliated Lender Cap is intended to apply to any Loans made available to Affiliated Lenders by means other than formal assignment (e.g., as a result of an acquisition of another Lender (other than any Debt Fund Affiliate) by any Affiliated Lender or the provision of Incremental Term Loans by any Affiliated Lender); provided, further, that to the extent that any assignment to any Affiliated Lender would result in the aggregate principal amount of all Term Loans held by Affiliated Lenders exceeding the Affiliated Lender Cap (after giving effect to any substantially simultaneous cancellations thereof), the assignment of the relevant excess amount shall be null and void. Deutsche Bank AG New York Branch, Administrative Agent Loan Operations 0000 Xxxx Xxxxxxx, Xxxxx 000 Xxxxxxxxxxxx, XX 00000 Xxxxxx Xxxx, XX 00000-0000 ATTN: Loan Operations xx.xxxxxxxxxxxxxxx@xx.xxx Ladies and Gentlemen: We have acted The undersigned, Ceridian HCM Holding Inc., as New York counsel Borrower refers to International Lease Finance Corporation (“ILFC”) and the other Obligors as defined below in connection with the Term Loan Credit Agreement dated as of November 14, 2014 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) dated as of ), among the date hereof among Delos Aircraft Inc. as Borrower Borrower, the lenders from time to time party thereto (the “BorrowerLenders”), ILFC, Hyperion Aircraft Inc. (“Parent Holdco”), Apollo Aircraft Inc. (“CA Subsidiary Holdco”), Artemis (Delos) Limited (“Irish Subsidiary Holdco”), the Lenders party thereto, Deutsche Bank of America, N.A.AG New York Branch, as Administrative Agent and Bank of America, N.A., as Collateral Agent (the “Collateral Agent”). Capitalized terms used herein and not otherwise defined shall have the meanings given such terms and each other capitalized term used but not defined herein having the meaning given it in the Credit Agreement and the Security Agreement. This opinion is delivered pursuant to Sections 4.01(e) and 4.02(d) Article I of the Credit Agreement), Deutsche Bank AG Canada Branch, as Canadian Sub-Agent and the other agents party thereto. In rendering the opinions expressed below, we have examined executed copies The Borrower hereby gives you notice pursuant to Section 2.03 of the following documents: (a) Credit Agreement; (b) Term Loan Security Agreement (the “Security Agreement”) dated as of the date hereof among Parent Holdco, Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco, the additional grantors party thereto and the Collateral Agent; (c) Account Control Agreement (the “Account Control Agreement”) dated as of the date hereof among the Securities Intermediary, Borrower and the Collateral Agent; (d) Intercreditor Agreement (the “Intercreditor Agreement”) dated as of the date hereof among Parent Holdco, Borrower, ILFC, CA Subsidiary Holdco, Irish Subsidiary Holdco and the Collateral Agent; (e) Collateral Supplement (the “Irish Collateral Supplement”) dated as of the date hereof between Irish Subsidiary Holdco and the Collateral Agent; and (f) Collateral Supplement (the “California Collateral Supplement” and together with the Irish Collateral Supplement, the “Collateral Supplements”) dated as of the date hereof between CA Subsidiary Holdco and the Collateral Agent. Each of ILFC, Borrower, Parent Holdco, CA Subsidiary Holdco and Irish Subsidiary Holdco is referred to herein as an “Obligor”. Each of that it requests a Borrowing under the Credit Agreement, the Security Agreement, the Account Control Agreement, the Intercreditor Agreement and the Collateral Supplements is referred to herein as a “Transaction Document”. Each of the Security Agreement, the Account Control Agreement and the Collateral Supplements is referred to herein as a “Security Document”. We have also examined and relied upon such records and statements and certificates of public officials and representatives and officers of the Obligors and other persons as we have deemed necessary as a basis for the opinions expressed below. As to factual matters relevant to our opinions expressed below, we have, without independent investigation, relied upon the foregoing and the representations and warranties made in or pursuant to the Transaction Documents. We have not reviewed the dockets or other records of any court, arbitrator or governmental or regulatory body or agency or conducted any other investigation or inquiry or otherwise established or verified any factual matter. In such examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as certified or photostatic copies. We have assumed that the Collateral does not include any Aircraft, Engines or Parts (as such terms are defined in the FAA Act), or Aircraft Objects (as defined in the Cape Town Convention), or leases thereof or other interests therein. Except as expressly opined on by us below, we have assumed, without investigation: (i) the due organization, valid existence and, to the extent applicable, good standing of each party to the Transaction Documents; (ii) that each party to the Transaction Documents has requisite power and authority to execute, deliver and perform its obligations under the Transaction Documents to which it is a party; (iii) that each Transaction Document has been duly authorized, executed and delivered by each party thereto; (iv) that each Transaction Document constitutes a valid, binding and enforceable obligation of each party thereto; (v) that the execution, delivery and performance by each party of the Transaction Documents to which it is a party do not contravene such party’s constitutional documents, violate any law, rule or regulation applicable to such party or result in any conflict with or breach of any agreement or instrument to which such party is a party or by which such party is bound; (vi) that each party to the Transaction Documents has obtained or made all consents, approvals, authorizations, filings, registrations, qualifications or recordations with each Governmental Authority required in connection with such borrowing sets forth below the execution, delivery and performance of terms on which the Transaction Documents; (vii) all applicable filings, registrations, recordations or other actions necessary Borrowing is requested to perfect as to ownership or security interest (except as set forth herein) including under the Cape Town Convention have been or will be made; (viii) for purposes of the Uniform Commercial Code of the State of New York (the “NYUCC”), Irish Subsidiary Holdco is deemed located in the District of Columbia; and (ix) the accuracy and completeness as of the date hereof of the certificates and other information and statements delivered or made to us by representatives and officers of each Obligor. We have made no investigation or review of any matters relating to the Obligors or any other person or entity other than as expressly described herein. Further, we have made no special investigation of the business operations of the Obligors or any other person or entity for the purpose of identifying laws or regulations to which the Obligors or any other person or entity are subject. With reference particularly to our opinion in paragraph 3 below, we note that our representation of the Obligors is limited to this and similar transactions and that we are not generally familiar with their respective affairs or operations. We have also assumed that: (iA) all applicable chattel paper (as such term is defined in Article 9 Class of the NYUCC) constitutes “tangible chattel paper” within the meaning of Section 9-102 of the NYUCC and is located only in the State of New York and is in the possession of the Collateral Agent; (ii) the Collateral subject to the Lien of the Security Documents exists, and each applicable Obligor has rights in the applicable Collateral and has the power to transfer its rights in the applicable Collateral; (iii) the descriptions of the Collateral contained in, or attached as schedules to, the applicable Security Documents sufficiently describe the Collateral intended to be covered by such Security Documents; (iv) the Collateral does not include any “cooperative interest” or “commercial tort claim” (as such terms are defined in Article 9 of the NYUCC); (v) for purposes of Article 9 of the NY UCC, no statute, regulation or treaty of the United States is applicable to any of the Collateral; (vi) the certificates representing the Pledged Equity Interests (used herein to mean the certificates representing the Pledged Stock and the Pledged Beneficial Interests listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) of Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco and each Pledged Equity Party listed in Annex II to each Collateral Supplement is in the possession of the Collateral Agent, together with duly executed in blank instruments of transfer in respect thereof; and (vii) the instruments representing the Pledged Debt (used herein to mean the Pledged Debt instruments listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) are each in the possession of the Collateral Agent, together with duly executed in blank allonges in respect thereof. Based upon the foregoing and subject to the qualifications and limitations set forth below, we are of the opinion that: 1. Each Transaction Document is a valid and binding obligation of each Obligor party thereto, enforceable against such Obligor in accordance with its terms. 2. The execution and delivery by each Obligor of the Transaction Documents to which it is a party does not, and the performance by each Obligor of its obligations thereunder will not, cause such Obligor to violate any Generally Applicable Law (defined below). 3. No consent, approval or authorization of, and no filing, registration, qualification or recordation with, United States federal or State of New York governmental authorities pursuant to any Generally Applicable Law is required in connection with the execution and delivery and consummation of the transactions contemplated thereby by any Obligor of the Transaction Documents to which it is a party, other than (a) those that are specified in the Transaction Documents, (b) filings necessary to create, record, perfect or maintain the security interests created by the Security Agreement, (c) those that have been duly obtained, taken or made and (d) in the case of Collateral constituting securities, as may be required in connection with any disposition of such Collateral.Borrowing:2

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with and governed by with, the laws law of the State of New York. EXHIBIT D-1A April 12, 2012 To the Addressees Listed on Schedule 1 Ladies and Gentlemen: We have acted as New York counsel to International Lease Finance Corporation (“ILFC”) and the other Obligors as defined below in connection with the Term Loan Credit Agreement (the “Credit Agreement”) dated as of the date hereof among Delos Aircraft Inc. as Borrower (“Borrower”), ILFC, Hyperion Aircraft Inc. (“Parent Holdco”), Apollo Aircraft Inc. (“CA Subsidiary Holdco”), Artemis (Delos) Limited (“Irish Subsidiary Holdco”), the Lenders party thereto, Bank of AmericaJPMorgan Chase Bank, N.A., as Administrative Agent 00 X. Xxxxxxxx, Floor 7 Mail Code IL1-0010 Xxxxxxx, XX 00000 Attention: XxXxxxx Driver Email: xxxxxxx.x.xxxxxx@xxxxxxxx.xxx AND xxx.xxxxxx.xxxxxxxxx.0@xxxxxxxx.xxx Phone: 000-000-0000 Fax: 000-000-0000 AND 0-000-000-0000 Ladies and Bank Gentlemen: The undersigned, Northern Illinois Gas Company, refers to the Credit Agreement, dated as of AmericaApril 23, 2010 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”, the terms defined therein being used herein as therein defined), among the Borrower, the Lenders parties thereto, and JPMorgan Chase Bank, N.A., as Collateral Administrative Agent for said Lenders, and hereby gives you notice, irrevocably, pursuant to Section 2.4(a) of the Credit Agreement that the undersigned hereby requests a Borrowing under the Credit Agreement, and in that connection sets forth below the information relating to such Borrowing (the “Collateral AgentProposed Borrowing”). Capitalized terms used herein and not otherwise defined shall have the meanings given such terms in the Credit Agreement and the Security Agreement. This opinion is delivered pursuant to Sections 4.01(e) and 4.02(das required by Section 2.4(a) of the Credit Agreement. In rendering the opinions expressed below, we have examined executed copies of the following documents: (a) Credit Agreement; (b) Term Loan Security Agreement (the “Security Agreement”) dated as of the date hereof among Parent Holdco, Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco, the additional grantors party thereto and the Collateral Agent; (c) Account Control Agreement (the “Account Control Agreement”) dated as of the date hereof among the Securities Intermediary, Borrower and the Collateral Agent; (d) Intercreditor Agreement (the “Intercreditor Agreement”) dated as of the date hereof among Parent Holdco, Borrower, ILFC, CA Subsidiary Holdco, Irish Subsidiary Holdco and the Collateral Agent; (e) Collateral Supplement (the “Irish Collateral Supplement”) dated as of the date hereof between Irish Subsidiary Holdco and the Collateral Agent; and (f) Collateral Supplement (the “California Collateral Supplement” and together with the Irish Collateral Supplement, the “Collateral Supplements”) dated as of the date hereof between CA Subsidiary Holdco and the Collateral Agent. Each of ILFC, Borrower, Parent Holdco, CA Subsidiary Holdco and Irish Subsidiary Holdco is referred to herein as an “Obligor”. Each of the Credit Agreement, the Security Agreement, the Account Control Agreement, the Intercreditor Agreement and the Collateral Supplements is referred to herein as a “Transaction Document”. Each of the Security Agreement, the Account Control Agreement and the Collateral Supplements is referred to herein as a “Security Document”. We have also examined and relied upon such records and statements and certificates of public officials and representatives and officers of the Obligors and other persons as we have deemed necessary as a basis for the opinions expressed below. As to factual matters relevant to our opinions expressed below, we have, without independent investigation, relied upon the foregoing and the representations and warranties made in or pursuant to the Transaction Documents. We have not reviewed the dockets or other records of any court, arbitrator or governmental or regulatory body or agency or conducted any other investigation or inquiry or otherwise established or verified any factual matter. In such examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as certified or photostatic copies. We have assumed that the Collateral does not include any Aircraft, Engines or Parts (as such terms are defined in the FAA Act), or Aircraft Objects (as defined in the Cape Town Convention), or leases thereof or other interests therein. Except as expressly opined on by us below, we have assumed, without investigation: (i) the due organization, valid existence and, to the extent applicable, good standing of each party to the Transaction Documents; (ii) that each party to the Transaction Documents has requisite power and authority to execute, deliver and perform its obligations under the Transaction Documents to which it is a party; (iii) that each Transaction Document has been duly authorized, executed and delivered by each party thereto; (iv) that each Transaction Document constitutes a valid, binding and enforceable obligation of each party thereto; (v) that the execution, delivery and performance by each party of the Transaction Documents to which it is a party do not contravene such party’s constitutional documents, violate any law, rule or regulation applicable to such party or result in any conflict with or breach of any agreement or instrument to which such party is a party or by which such party is bound; (vi) that each party to the Transaction Documents has obtained or made all consents, approvals, authorizations, filings, registrations, qualifications or recordations with each Governmental Authority required in connection with the execution, delivery and performance of the Transaction Documents; (vii) all applicable filings, registrations, recordations or other actions necessary to perfect as to ownership or security interest (except as set forth herein) including under the Cape Town Convention have been or will be made; (viii) for purposes of the Uniform Commercial Code of the State of New York (the “NYUCC”), Irish Subsidiary Holdco is deemed located in the District of Columbia; and (ix) the accuracy and completeness as of the date hereof of the certificates and other information and statements delivered or made to us by representatives and officers of each Obligor. We have made no investigation or review of any matters relating to the Obligors or any other person or entity other than as expressly described herein. Further, we have made no special investigation of the business operations of the Obligors or any other person or entity for the purpose of identifying laws or regulations to which the Obligors or any other person or entity are subject. With reference particularly to our opinion in paragraph 3 below, we note that our representation of the Obligors is limited to this and similar transactions and that we are not generally familiar with their respective affairs or operations. We have also assumed that: (i) all applicable chattel paper (as such term is defined in Article 9 The Business Day of the NYUCC) constitutes “tangible chattel paper” within the meaning of Section 9-102 of the NYUCC and Proposed Borrowing is located only in the State of New York and is in the possession of the Collateral Agent;_______________, 200_. (ii) the Collateral subject to the Lien The Proposed Borrowing is [new advance of the Security Documents exists, and each applicable Obligor has rights in the applicable Collateral and has the power to transfer its rights in the applicable Collateral;Loans] [continuation of existing Loans] [conversion of existing Loans]. (iii) The type of Loan comprising the descriptions of the Collateral contained in, or attached as schedules to, the applicable Security Documents sufficiently describe the Collateral intended to be covered by such Security Documents;Proposed Borrowing is [Base Rate Loans] [Eurodollar Loans]. (iv) the Collateral does not include any “cooperative interest” or “commercial tort claim” (as such terms are defined in Article 9 The aggregate amount of the NYUCC);Proposed Borrowing is $_______________. (v) The initial Interest Period for purposes of Article 9 each Eurodollar Loans made as part of the NY UCC, no statute, regulation or treaty of the United States Proposed Borrowing is applicable to any of the Collateral; (vi) the certificates representing the Pledged Equity Interests (used herein to mean the certificates representing the Pledged Stock and the Pledged Beneficial Interests listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) of Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco and each Pledged Equity Party listed in Annex II to each Collateral Supplement is in the possession of the Collateral Agent, together with duly executed in blank instruments of transfer in respect thereof; and (vii) the instruments representing the Pledged Debt (used herein to mean the Pledged Debt instruments listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) are each in the possession of the Collateral Agent, together with duly executed in blank allonges in respect thereof. Based upon the foregoing and subject to the qualifications and limitations set forth below, we are of the opinion that: 1. Each Transaction Document is a valid and binding obligation of each Obligor party thereto, enforceable against such Obligor in accordance with its terms_____ month[s]. 2. The execution and delivery by each Obligor of the Transaction Documents to which it is a party does not, and the performance by each Obligor of its obligations thereunder will not, cause such Obligor to violate any Generally Applicable Law (defined below). 3. No consent, approval or authorization of, and no filing, registration, qualification or recordation with, United States federal or State of New York governmental authorities pursuant to any Generally Applicable Law is required in connection with the execution and delivery and consummation of the transactions contemplated thereby by any Obligor of the Transaction Documents to which it is a party, other than (a) those that are specified in the Transaction Documents, (b) filings necessary to create, record, perfect or maintain the security interests created by the Security Agreement, (c) those that have been duly obtained, taken or made and (d) in the case of Collateral constituting securities, as may be required in connection with any disposition of such Collateral.]

General Provisions. This Assignment Amendment and Assumption shall be binding upon, the New Loan Documents set forth in full all of the representations and inure agreements of the parties with respect to the benefit ofsubject matter hereof and supersede all prior discussions, representations, agreements and understandings between the parties with respect to the subject hereof. Borrower: Silicon: XXXXXXXX.XXX SILICON VALLEY BANK By /s/ Xxxxxx X. Xxxxxx By /s/ President or Vice President Title Vice President By /s/ Xxxxxx X. Xxxxxxx Secretary or Ass't Secretary SILICON VALLEY BANK CERTIFIED RESOLUTION AND INCUMBENCY CERTIFICATE BORROWER: XXXXXXXX.XXX, A CORPORATION ORGANIZED UNDER THE LAWS OF THE STATE OF CALIFORNIA DATE: JANUARY 27, 2000 I, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number undersigned, Secretary or Assistant Secretary of counterpartsthe above-named borrower, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be construed in accordance with and governed by corporation organized under the laws of the State state set forth above, do hereby certify that the following is a full, true and correct copy of New Yorkresolutions duly and regularly adopted by the Board of Directors of said corporation as required by law, and by the by-laws of said corporation, and that said resolutions are still in full force and effect and have not been in any way modified, repealed, rescinded, amended or revoked. EXHIBIT D-1A April 12RESOLVED, 2012 To that this corporation borrow from Silicon Valley Bank ("Silicon"), from time to time, such sum or sums of money as, in the Addressees Listed on Schedule 1 Ladies judgment of the officer or officers hereinafter authorized hereby, this corporation may require. RESOLVED FURTHER, that any officer of this corporation be, and Gentlemen: We have acted he or she is hereby authorized, directed and empowered, in the name of this corporation, to execute and deliver to Silicon, and Silicon is requested to accept, the loan agreements, security agreements, notes, financing statements, and other documents and instruments providing for such loans and evidencing and/or securing such loans, with interest thereon, and said authorized officers are authorized from time to time to execute renewals, extensions and/or amendments of said loan agreements, security agreements, and other documents and instruments. RESOLVED FURTHER, that said authorized officers be and they are hereby authorized, directed and empowered, as New York counsel security for any and all indebtedness of this corporation to International Lease Finance Corporation (“ILFC”) Silicon, whether arising pursuant to this resolution or otherwise, to grant, transfer, pledge, mortgage, assign, or otherwise hypothecate to Silicon, or deed in trust for its benefit, any property of any and every kind, belonging to this corporation, including, but not limited to, any and all real property, accounts, inventory, equipment, general intangibles, instruments, documents, chattel paper, notes, money, deposit accounts, furniture, fixtures, goods, and other property of every kind, and to execute and deliver to Silicon any and all grants, transfers, trust receipts, loan or credit agreements, pledge agreements, mortgages, deeds of trust, financing statements, security agreements and other hypothecation agreements, which said instruments and the note or notes and other Obligors instruments referred to in the preceding paragraph may contain such provisions, covenants, recitals and agreements as defined below in connection with Silicon may require and said authorized officers may approve, and the Term Loan Credit Agreement (the “Credit Agreement”) dated as execution thereof by said authorized officers shall be conclusive evidence of such approval. RESOLVED FURTHER, that Silicon may conclusively rely upon a certified copy of these resolutions and a certificate of the date hereof among Delos Aircraft Inc. Secretary or Ass't Secretary of this corporation as Borrower (“Borrower”)to the officers of this corporation and their offices and signatures, ILFCand continue to conclusively rely on such certified copy of these resolutions and said certificate for all past, Hyperion Aircraft Inc. (“Parent Holdco”)present and future transactions until written notice of any change hereto or thereto is given to Silicon by this corporation by certified mail, Apollo Aircraft Inc. (“CA Subsidiary Holdco”), Artemis (Delos) Limited (“Irish Subsidiary Holdco”), the Lenders party thereto, Bank of America, N.A., as Administrative Agent and Bank of America, N.A., as Collateral Agent (the “Collateral Agent”)return receipt requested. Capitalized terms used herein and not otherwise defined shall have the meanings given such terms in the Credit Agreement and the Security Agreement. This opinion is delivered pursuant to Sections 4.01(e) and 4.02(d) of the Credit Agreement. In rendering the opinions expressed below, we have examined executed copies of The undersigned further hereby certifies that the following documents: (a) Credit Agreement; (b) Term Loan Security Agreement (persons are the “Security Agreement”) dated as of the date hereof among Parent Holdco, Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco, the additional grantors party thereto duly elected and the Collateral Agent; (c) Account Control Agreement (the “Account Control Agreement”) dated as of the date hereof among the Securities Intermediary, Borrower and the Collateral Agent; (d) Intercreditor Agreement (the “Intercreditor Agreement”) dated as of the date hereof among Parent Holdco, Borrower, ILFC, CA Subsidiary Holdco, Irish Subsidiary Holdco and the Collateral Agent; (e) Collateral Supplement (the “Irish Collateral Supplement”) dated as of the date hereof between Irish Subsidiary Holdco and the Collateral Agent; and (f) Collateral Supplement (the “California Collateral Supplement” and together with the Irish Collateral Supplement, the “Collateral Supplements”) dated as of the date hereof between CA Subsidiary Holdco and the Collateral Agent. Each of ILFC, Borrower, Parent Holdco, CA Subsidiary Holdco and Irish Subsidiary Holdco is referred to herein as an “Obligor”. Each of the Credit Agreement, the Security Agreement, the Account Control Agreement, the Intercreditor Agreement and the Collateral Supplements is referred to herein as a “Transaction Document”. Each of the Security Agreement, the Account Control Agreement and the Collateral Supplements is referred to herein as a “Security Document”. We have also examined and relied upon such records and statements and certificates of public officials and representatives and acting officers of the Obligors corporation named above as borrower and other persons as we have deemed necessary as a basis for the opinions expressed below. As to factual matters relevant to our opinions expressed below, we have, without independent investigation, relied upon the foregoing and the representations and warranties made in or pursuant to the Transaction Documents. We have not reviewed the dockets or other records of any court, arbitrator or governmental or regulatory body or agency or conducted any other investigation or inquiry or otherwise established or verified any factual matter. In such examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as certified or photostatic copies. We have assumed that the Collateral does not include any Aircraftfollowing are their actual signatures: NAMES OFFICE(S) ACTUAL SIGNATURES ----- --------- ----------------- Xxxxxxx X. Xxxxx Chairman /s/ Xxxxxxx X. Xxxxx Xxxxxxx X. Xxxxx President and Chief Executive Officer /s/ Xxxxxxx X. Xxxxx ------------------------------- ------------------------------------- ------------------------- IN WITNESS WHEREOF, Engines or Parts (I have hereunto set my hand as such terms are defined in Secretary or Assistant Secretary on the FAA Actdate set forth above. /s/ Xxxxxx X. Xxxxxxx Secretary or Assistant Secretary COLLATERAL ASSIGNMENT, PATENT MORTGAGE AND SECURITY AGREEMENT This Collateral Assignment, Patent Mortgage and Security Agreement is made as of January 27, 2000 by and between XXXXXXXX.XXX ("Assignor"), or Aircraft Objects and Silicon Valley Bank, a California banking corporation (as defined in the Cape Town Convention), or leases thereof or other interests therein. Except as expressly opined on by us below, we have assumed, without investigation: (i) the due organization, valid existence and, to the extent applicable, good standing of each party to the Transaction Documents; (ii) that each party to the Transaction Documents has requisite power and authority to execute, deliver and perform its obligations under the Transaction Documents to which it is a party; (iii) that each Transaction Document has been duly authorized, executed and delivered by each party thereto; (iv) that each Transaction Document constitutes a valid, binding and enforceable obligation of each party thereto; (v) that the execution, delivery and performance by each party of the Transaction Documents to which it is a party do not contravene such party’s constitutional documents, violate any law, rule or regulation applicable to such party or result in any conflict with or breach of any agreement or instrument to which such party is a party or by which such party is bound; (vi) that each party to the Transaction Documents has obtained or made all consents, approvals, authorizations, filings, registrations, qualifications or recordations with each Governmental Authority required in connection with the execution, delivery and performance of the Transaction Documents; (vii) all applicable filings, registrations, recordations or other actions necessary to perfect as to ownership or security interest (except as set forth herein) including under the Cape Town Convention have been or will be made; (viii) for purposes of the Uniform Commercial Code of the State of New York (the “NYUCC”), Irish Subsidiary Holdco is deemed located in the District of Columbia; and (ix) the accuracy and completeness as of the date hereof of the certificates and other information and statements delivered or made to us by representatives and officers of each Obligor. We have made no investigation or review of any matters relating to the Obligors or any other person or entity other than as expressly described herein. Further, we have made no special investigation of the business operations of the Obligors or any other person or entity for the purpose of identifying laws or regulations to which the Obligors or any other person or entity are subject. With reference particularly to our opinion in paragraph 3 below, we note that our representation of the Obligors is limited to this and similar transactions and that we are not generally familiar with their respective affairs or operations. We have also assumed that: (i) all applicable chattel paper (as such term is defined in Article 9 of the NYUCC) constitutes “tangible chattel paper” within the meaning of Section 9-102 of the NYUCC and is located only in the State of New York and is in the possession of the Collateral Agent; (ii) the Collateral subject to the Lien of the Security Documents exists, and each applicable Obligor has rights in the applicable Collateral and has the power to transfer its rights in the applicable Collateral; (iii) the descriptions of the Collateral contained in, or attached as schedules to, the applicable Security Documents sufficiently describe the Collateral intended to be covered by such Security Documents; (iv) the Collateral does not include any “cooperative interest” or “commercial tort claim” (as such terms are defined in Article 9 of the NYUCC); (v) for purposes of Article 9 of the NY UCC, no statute, regulation or treaty of the United States is applicable to any of the Collateral; (vi) the certificates representing the Pledged Equity Interests (used herein to mean the certificates representing the Pledged Stock and the Pledged Beneficial Interests listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) of Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco and each Pledged Equity Party listed in Annex II to each Collateral Supplement is in the possession of the Collateral Agent, together with duly executed in blank instruments of transfer in respect thereof; and (vii) the instruments representing the Pledged Debt (used herein to mean the Pledged Debt instruments listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) are each in the possession of the Collateral Agent, together with duly executed in blank allonges in respect thereof. Based upon the foregoing and subject to the qualifications and limitations set forth below, we are of the opinion that: 1. Each Transaction Document is a valid and binding obligation of each Obligor party thereto, enforceable against such Obligor in accordance with its terms. 2. The execution and delivery by each Obligor of the Transaction Documents to which it is a party does not, and the performance by each Obligor of its obligations thereunder will not, cause such Obligor to violate any Generally Applicable Law (defined below"Assignee"). 3. No consent, approval or authorization of, and no filing, registration, qualification or recordation with, United States federal or State of New York governmental authorities pursuant to any Generally Applicable Law is required in connection with the execution and delivery and consummation of the transactions contemplated thereby by any Obligor of the Transaction Documents to which it is a party, other than (a) those that are specified in the Transaction Documents, (b) filings necessary to create, record, perfect or maintain the security interests created by the Security Agreement, (c) those that have been duly obtained, taken or made and (d) in the case of Collateral constituting securities, as may be required in connection with any disposition of such Collateral.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy any Electronic System shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with and governed by with, the laws law of the State of New York. EXHIBIT D-1A April 12Financial Statement Date:_____________, 2012 To the Addressees Listed on Schedule 1 Ladies and GentlemenTo: We have acted as New York counsel to International Lease Finance Corporation (“ILFC”) and the other Obligors as defined below in connection with the Term Loan Credit Agreement (the “Credit Agreement”) dated as of the date hereof among Delos Aircraft Inc. as Borrower (“Borrower”), ILFC, Hyperion Aircraft Inc. (“Parent Holdco”), Apollo Aircraft Inc. (“CA Subsidiary Holdco”), Artemis (Delos) Limited (“Irish Subsidiary Holdco”), the Lenders party thereto, Bank of AmericaJPMorgan Chase Bank, N.A., as Administrative Agent Ladies and Bank Gentlemen: Reference is made to that certain Amended and Restated Credit Agreement, dated as of AmericaSeptember 11, 2013 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement”; the capitalized terms defined therein being used herein as therein defined), among Tupperware Brands Corporation, a Delaware corporation (the “Borrower”), Tupperware International Holdings B.V., a private limited liability company organized under the laws of the Netherlands (the “Subsidiary Borrower”), the Lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as Collateral Agent (the “Collateral Administrative Agent”), Swingline Lender and Issuing Bank. Capitalized terms used herein and not otherwise defined shall have the meanings given such terms in the Credit Agreement and the Security Agreement. This opinion is delivered pursuant to Sections 4.01(e) and 4.02(d) of the Credit Agreement. In rendering the opinions expressed below, we have examined executed copies of the following documents: (a) Credit Agreement; (b) Term Loan Security Agreement (the “Security Agreement”) dated The undersigned Responsible Officer hereby certifies as of the date hereof among Parent Holdco, that he/she is the ____________________________________ of the Borrower, Irish Subsidiary Holdcoand that, CA Subsidiary Holdcoas such, he/she is authorized to execute and deliver this Certificate to the additional grantors party thereto and Administrative Agent on the Collateral Agent; (c) Account Control Agreement (the “Account Control Agreement”) dated as behalf of the date hereof among the Securities Intermediary, Borrower and the Collateral Agent; (d) Intercreditor Agreement (the “Intercreditor Agreement”) dated as of the date hereof among Parent Holdco, Borrower, ILFC, CA Subsidiary Holdco, Irish Subsidiary Holdco and the Collateral Agent; (e) Collateral Supplement (the “Irish Collateral Supplement”) dated as of the date hereof between Irish Subsidiary Holdco and the Collateral Agent; and (f) Collateral Supplement (the “California Collateral Supplement” and together with the Irish Collateral Supplement, the “Collateral Supplements”) dated as of the date hereof between CA Subsidiary Holdco and the Collateral Agent. Each of ILFC, Borrower, Parent Holdco, CA Subsidiary Holdco and Irish Subsidiary Holdco is referred to herein as an “Obligor”. Each of the Credit Agreement, the Security Agreement, the Account Control Agreement, the Intercreditor Agreement and the Collateral Supplements is referred to herein as a “Transaction Document”. Each of the Security Agreement, the Account Control Agreement and the Collateral Supplements is referred to herein as a “Security Document”. We have also examined and relied upon such records and statements and certificates of public officials and representatives and officers of the Obligors and other persons as we have deemed necessary as a basis for the opinions expressed below. As to factual matters relevant to our opinions expressed below, we have, without independent investigation, relied upon the foregoing and the representations and warranties made in or pursuant to the Transaction Documents. We have not reviewed the dockets or other records of any court, arbitrator or governmental or regulatory body or agency or conducted any other investigation or inquiry or otherwise established or verified any factual matter. In such examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as certified or photostatic copies. We have assumed that the Collateral does not include any Aircraft, Engines or Parts (as such terms are defined in the FAA Act), or Aircraft Objects (as defined in the Cape Town Convention), or leases thereof or other interests therein. Except as expressly opined on by us below, we have assumed, without investigation: (i) the due organization, valid existence and, to the extent applicable, good standing of each party to the Transaction Documents; (ii) that each party to the Transaction Documents has requisite power and authority to execute, deliver and perform its obligations under the Transaction Documents to which it is a party; (iii) that each Transaction Document has been duly authorized, executed and delivered by each party thereto; (iv) that each Transaction Document constitutes a valid, binding and enforceable obligation of each party thereto; (v) that the execution, delivery and performance by each party of the Transaction Documents to which it is a party do not contravene such party’s constitutional documents, violate any law, rule or regulation applicable to such party or result in any conflict with or breach of any agreement or instrument to which such party is a party or by which such party is bound; (vi) that each party to the Transaction Documents has obtained or made all consents, approvals, authorizations, filings, registrations, qualifications or recordations with each Governmental Authority required in connection with the execution, delivery and performance of the Transaction Documents; (vii) all applicable filings, registrations, recordations or other actions necessary to perfect as to ownership or security interest (except as set forth herein) including under the Cape Town Convention have been or will be made; (viii) for purposes of the Uniform Commercial Code of the State of New York (the “NYUCC”), Irish Subsidiary Holdco is deemed located in the District of Columbia; and (ix) the accuracy and completeness as of the date hereof of the certificates and other information and statements delivered or made to us by representatives and officers of each Obligor. We have made no investigation or review of any matters relating to the Obligors or any other person or entity other than as expressly described herein. Further, we have made no special investigation of the business operations of the Obligors or any other person or entity for the purpose of identifying laws or regulations to which the Obligors or any other person or entity are subject. With reference particularly to our opinion in paragraph 3 below, we note that our representation of the Obligors is limited to this and similar transactions and that we are not generally familiar with their respective affairs or operations. We have also assumed that: (i) all applicable chattel paper (as such term is defined in Article 9 of the NYUCC) constitutes “tangible chattel paper” within the meaning of Section 9-102 of the NYUCC and is located only in the State of New York and is in the possession of the Collateral Agent; (ii) the Collateral subject to the Lien of the Security Documents exists, and each applicable Obligor has rights in the applicable Collateral and has the power to transfer its rights in the applicable Collateral; (iii) the descriptions of the Collateral contained in, or attached as schedules to, the applicable Security Documents sufficiently describe the Collateral intended to be covered by such Security Documents; (iv) the Collateral does not include any “cooperative interest” or “commercial tort claim” (as such terms are defined in Article 9 of the NYUCC); (v) for purposes of Article 9 of the NY UCC, no statute, regulation or treaty of the United States is applicable to any of the Collateral; (vi) the certificates representing the Pledged Equity Interests (used herein to mean the certificates representing the Pledged Stock and the Pledged Beneficial Interests listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) of Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco and each Pledged Equity Party listed in Annex II to each Collateral Supplement is in the possession of the Collateral Agent, together with duly executed in blank instruments of transfer in respect thereof; and (vii) the instruments representing the Pledged Debt (used herein to mean the Pledged Debt instruments listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) are each in the possession of the Collateral Agent, together with duly executed in blank allonges in respect thereof. Based upon the foregoing and subject to the qualifications and limitations set forth below, we are of the opinion that: 1. Each Transaction Document Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 5.01(a) of the Agreement for the fiscal year of the Borrower ended as of the above date, together with the report and opinion of an independent certified public accountant required by such section. 2. Attached hereto as Schedule 2 is a valid the attestation report required by Section 5.01(a) of the Agreement as to the Borrower's internal controls to the extent required pursuant to Section 404 of Xxxxxxxx-Xxxxx. 1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 5.01(b) of the Agreement for the fiscal quarter of the Borrower ended as of the above date. Such financial statements fairly present the financial condition, results of operations, shareholders' equity and binding obligation cash flows of each Obligor party thereto, enforceable against such Obligor the Borrower and its Subsidiaries in accordance with its termsGAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. 2. The execution undersigned has reviewed and delivery by each Obligor is familiar with the terms of the Transaction Documents Agreement and has made, or has caused to which it is be made under his/her supervision, a party does not, detailed review of the transactions and condition (financial or otherwise) of the performance Borrower during the accounting period covered by each Obligor of its obligations thereunder will not, cause such Obligor to violate any Generally Applicable Law (defined below)the attached financial statements. 3. No consentA review of the activities of the Borrower during such fiscal period has been made under the supervision of the undersigned with a view to determining whether during such fiscal period the Borrower performed and observed all its Obligations under the Loan Documents, approval or authorization ofand [to the best knowledge of the undersigned during such fiscal period, the Borrower performed and observed each covenant and condition of the Loan Documents applicable to it, and no filing, registration, qualification Default has occurred and is continuing.] [the following covenants or recordation with, United States federal conditions have not been performed or State of New York governmental authorities pursuant to any Generally Applicable Law is required in connection with observed and the execution and delivery and consummation of the transactions contemplated thereby by any Obligor of the Transaction Documents to which it following is a party, other than (a) those that are specified in the Transaction Documents, (b) filings necessary to create, record, perfect or maintain the security interests created by the Security Agreement, (c) those that have been duly obtained, taken or made list of each such Default and (d) in the case of Collateral constituting securities, as may be required in connection with any disposition of such Collateral.its nature and status:]

General Provisions. 5.01 As payment of its services as escrow agent under this Agreement, the Parties shall pay $500.00 as compensation for Escrow Agent’s services performed under this Agreement as well as reimburse the Escrow Agent for its reasonable costs and expenses incurred in connection with the performance by it of service under this Escrow Agreement (including reasonable fees and expenses of Escrow Agent's counsel). The Escrow Fee shall be paid 50% by the Sellers and 50% by the Buyer. The Escrow Agent will submit statements for its fees, charges and other out-of-pocket expenses incurred in connection with this Agreement. 5.02 All notices, claims, demands, or other communications which may be or are required to be given hereunder shall be in writing and shall be deemed to have been duly and properly given if personally delivered or mailed by registered or certified mail to the Parties or the Escrow Agent, as the case may be, at the addresses provided in the first paragraph of this Agreement. Any Party or the Escrow Agent may, by proper written notice to the others, change its address for purposes hereof. 5.03 This Assignment Agreement shall terminate upon the earlier of (a) written notice by Escrow Agent as provided for in Section 2.03 above, or (b) the final distribution or destruction by the Escrow Agent of the Escrow Documents and Assumption any funds deposited into the escrow account as provided for in Section 2.02 above; provided, however, all indemnifications in favor of the Escrow Agent shall survive any such termination. 5.04 This Agreement shall be binding upon, upon and inure to the benefit ofof the Parties and the Escrow Agent, the parties hereto and their respective successors legal representatives, successors, and assigns. 5.05 THIS AGREEMENT SHALL BE DEEMED TO BE A CONTRACT ENTERED INTO UNDER, AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF COLORADO. 5.06 Neither this Agreement nor any provision hereof may be changed, waived, discharged, or terminated orally, but only by an instrument in writing signed by the Party against whom enforcement of the change, waiver, discharge, or termination is sought. 5.07 This Agreement, for convenience only, has been divided into Articles and Sections and it is understood that the rights, powers, privileges, duties, and other legal relations of the Parties hereto shall be determined from this instrument as an entirety and without regard to the aforesaid division into Articles and Sections. 5.08 This Agreement constitutes the entire agreement of the Parties hereto with respect to the subject hereof and shall supersede any prior agreement among such Parties, whether written or oral, relating to the subject hereof. This Assignment As between Buyer and Assumption Sellers, this Agreement does not modify, alter, or amend the Purchase Agreement and if any conflict or inconsistency exists between such Purchase Agreement and this Agreement, then such Purchase Agreement shall control as between the parties thereto. 5.09 Except as expressly provided herein, this Agreement is not intended to create, nor shall it be construed to create, any rights in any third party under doctrines concerning third-party beneficiaries. 5.10 If any action or proceeding is necessary to enforce any of the terms, provisions or conditions of this Agreement, including any claim or demand, or to interpret this Agreement, the prevailing Party shall be awarded and shall recover its reasonable attorneys’ fees, costs and necessary disbursements in addition to any other relief to which it may otherwise be entitled, whether or not such action or proceeding is prosecuted to judgment. 5.11 For the sake of simplicity in execution, this Agreement may be executed by original or telefax signature in any number of counterparts, each of which together shall constitute one instrumentbe deemed an original hereof. Delivery of an executed counterpart of a signature page All counterparts of this Assignment and Assumption Agreement which are executed by telecopy telefax signature shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be construed in accordance with and governed by the laws of the State of New York. EXHIBIT D-1A April 12, 2012 To the Addressees Listed on Schedule 1 Ladies and Gentlemen: We have acted as New York counsel to International Lease Finance Corporation (“ILFC”) and the other Obligors as defined below in connection with the Term Loan Credit Agreement (the “Credit Agreement”) dated as of the date hereof among Delos Aircraft Inc. as Borrower (“Borrower”), ILFC, Hyperion Aircraft Inc. (“Parent Holdco”), Apollo Aircraft Inc. (“CA Subsidiary Holdco”), Artemis (Delos) Limited (“Irish Subsidiary Holdco”), the Lenders party thereto, Bank of America, N.A., as Administrative Agent and Bank of America, N.A., as Collateral Agent (the “Collateral Agent”). Capitalized terms used herein and not otherwise defined shall have the meanings given such terms in the Credit Agreement and the Security Agreement. This opinion is delivered pursuant to Sections 4.01(e) and 4.02(d) of the Credit Agreement. In rendering the opinions expressed below, we have examined executed copies of the following documents: (a) Credit Agreement; (b) Term Loan Security Agreement (the “Security Agreement”) dated as of the date hereof among Parent Holdco, Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco, the additional grantors party thereto and the Collateral Agent; (c) Account Control Agreement (the “Account Control Agreement”) dated as of the date hereof among the Securities Intermediary, Borrower and the Collateral Agent; (d) Intercreditor Agreement (the “Intercreditor Agreement”) dated as of the date hereof among Parent Holdco, Borrower, ILFC, CA Subsidiary Holdco, Irish Subsidiary Holdco and the Collateral Agent; (e) Collateral Supplement (the “Irish Collateral Supplement”) dated as of the date hereof between Irish Subsidiary Holdco and the Collateral Agent; and (f) Collateral Supplement (the “California Collateral Supplement” and together with the Irish Collateral Supplement, the “Collateral Supplements”) dated as of the date hereof between CA Subsidiary Holdco and the Collateral Agent. Each of ILFC, Borrower, Parent Holdco, CA Subsidiary Holdco and Irish Subsidiary Holdco is referred to herein as an “Obligor”. Each of the Credit Agreement, the Security Agreement, the Account Control Agreement, the Intercreditor Agreement and the Collateral Supplements is referred to herein as a “Transaction Document”. Each of the Security Agreement, the Account Control Agreement and the Collateral Supplements is referred to herein as a “Security Document”. We have also examined and relied upon such records and statements and certificates of public officials and representatives and officers of the Obligors and other persons as we have deemed necessary as a basis for the opinions expressed below. As to factual matters relevant to our opinions expressed below, we have, without independent investigation, relied upon the foregoing and the representations and warranties made in or pursuant to the Transaction Documents. We have not reviewed the dockets or other records of any court, arbitrator or governmental or regulatory body or agency or conducted any other investigation or inquiry or otherwise established or verified any factual matter. In such examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as certified or photostatic copies. We have assumed that the Collateral does not include any Aircraft, Engines or Parts (as such terms are defined in the FAA Act), or Aircraft Objects (as defined in the Cape Town Convention), or leases thereof or other interests therein. Except as expressly opined on by us below, we have assumed, without investigation: (i) the due organization, valid existence and, to the extent applicable, good standing of each party to the Transaction Documents; (ii) that each party to the Transaction Documents has requisite power and authority to execute, deliver and perform its obligations under the Transaction Documents to which it is a party; (iii) that each Transaction Document has been duly authorized, executed and delivered by each party thereto; (iv) that each Transaction Document constitutes a valid, binding and enforceable obligation of each party thereto; (v) that the execution, delivery and performance by each party of the Transaction Documents to which it is a party do not contravene such party’s constitutional documents, violate any law, rule or regulation applicable to such party or result in any conflict with or breach of any agreement or instrument to which such party is a party or by which such party is bound; (vi) that each party to the Transaction Documents has obtained or made all consents, approvals, authorizations, filings, registrations, qualifications or recordations with each Governmental Authority required in connection with the execution, delivery and performance of the Transaction Documents; (vii) all applicable filings, registrations, recordations or other actions necessary to perfect as to ownership or security interest (except as set forth herein) including under the Cape Town Convention have been or will be made; (viii) for purposes of the Uniform Commercial Code of the State of New York (the “NYUCC”), Irish Subsidiary Holdco is deemed located in the District of Columbia; and (ix) the accuracy and completeness as of the date hereof of the certificates and other information and statements delivered or made to us by representatives and officers of each Obligor. We have made no investigation or review of any matters relating to the Obligors or any other person or entity other than as expressly described herein. Further, we have made no special investigation of the business operations of the Obligors or any other person or entity for the purpose of identifying laws or regulations to which the Obligors or any other person or entity are subject. With reference particularly to our opinion in paragraph 3 below, we note that our representation of the Obligors is limited to this and similar transactions and that we are not generally familiar with their respective affairs or operations. We have also assumed that: (i) all applicable chattel paper (as such term is defined in Article 9 of the NYUCC) constitutes “tangible chattel paper” within the meaning of Section 9-102 of the NYUCC and is located only in the State of New York and is in the possession of the Collateral Agent; (ii) the Collateral subject to the Lien of the Security Documents exists, and each applicable Obligor has rights in the applicable Collateral and has the power to transfer its rights in the applicable Collateral; (iii) the descriptions of the Collateral contained in, or attached as schedules to, the applicable Security Documents sufficiently describe the Collateral intended to be covered by such Security Documents; (iv) the Collateral does not include any “cooperative interest” or “commercial tort claim” (as such terms are defined in Article 9 of the NYUCC); (v) for purposes of Article 9 of the NY UCC, no statute, regulation or treaty of the United States is applicable to any of the Collateral; (vi) the certificates representing the Pledged Equity Interests (used herein to mean the certificates representing the Pledged Stock and the Pledged Beneficial Interests listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) of Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco and each Pledged Equity Party listed in Annex II to each Collateral Supplement is in the possession of the Collateral Agent, together with duly executed in blank instruments of transfer in respect thereof; and (vii) the instruments representing the Pledged Debt (used herein to mean the Pledged Debt instruments listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) are each in the possession of the Collateral Agent, together with duly executed in blank allonges in respect thereof. Based upon the foregoing and subject to the qualifications and limitations set forth below, we are of the opinion that: 1. Each Transaction Document is a valid and binding obligation of each Obligor party thereto, enforceable against such Obligor in accordance with its terms. 2. The execution and delivery by each Obligor of the Transaction Documents to which it is a party does not, and the performance by each Obligor of its obligations thereunder will not, cause such Obligor to violate any Generally Applicable Law as original signatures for all purposes (defined belowevidentiary or otherwise). 3. No consent, approval or authorization of, and no filing, registration, qualification or recordation with, United States federal or State of New York governmental authorities pursuant to any Generally Applicable Law is required in connection with the execution and delivery and consummation of the transactions contemplated thereby by any Obligor of the Transaction Documents to which it is a party, other than (a) those that are specified in the Transaction Documents, (b) filings necessary to create, record, perfect or maintain the security interests created by the Security Agreement, (c) those that have been duly obtained, taken or made and (d) in the case of Collateral constituting securities, as may be required in connection with any disposition of such Collateral.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy any Approved Electronic Platform shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with and governed by with, the laws law of the State of New York. EXHIBIT D-1A April 12, 2012 To B This Solvency Certificate is being executed and delivered pursuant to Section 4.01(e) of the Addressees Listed on Schedule 1 Ladies and Gentlemen: We have acted as New York counsel to International Lease Finance Corporation (“ILFC”) and the other Obligors as defined below in connection with the Term Loan Credit Agreement (the “Credit Agreement”) dated as of the date hereof December 23, 2016 among Delos Aircraft Inc. as Borrower (“Borrower”)Myriad Genetics, ILFC, Hyperion Aircraft Inc. (the “Parent Holdco”), Apollo Aircraft Inc. (“CA Subsidiary Holdco”), Artemis (Delos) Limited (“Irish Subsidiary HoldcoCompany”), the Lenders lenders party thereto, Bank of Americathereto from time to time and JPMorgan Chase Bank, N.A., as Administrative Agent the administrative agent and Bank collateral agent; the terms defined therein being used herein as therein defined. I, [__________], the chief financial officer of Americathe Company, N.A.solely in such capacity and not in an individual capacity, hereby certify that I am the chief financial officer of the Company and that I am generally familiar with the businesses and assets of the Company and its Restricted Subsidiaries (taken as a whole), I have made such other investigations and inquiries as I have deemed appropriate and I am duly authorized to execute this Solvency Certificate on behalf of the Company pursuant to the Credit Agreement. I further certify, solely in my capacity as chief financial officer of the Company, and not in my individual capacity, as Collateral Agent (of the “Collateral Agent”). Capitalized terms used herein date hereof and not otherwise defined shall have after giving effect to the meanings given such terms Transactions and the incurrence of the indebtedness and obligations being incurred in connection with the Credit Agreement and the Security Agreement. This opinion is delivered pursuant to Sections 4.01(e) and 4.02(d) of the Credit Agreement. In rendering the opinions expressed below, we have examined executed copies of the following documents: (a) Credit Agreement; (b) Term Loan Security Agreement (the “Security Agreement”) dated as of Transactions on the date hereof among Parent Holdcohereof, Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco, the additional grantors party thereto and the Collateral Agent; (c) Account Control Agreement (the “Account Control Agreement”) dated as of the date hereof among the Securities Intermediary, Borrower and the Collateral Agent; (d) Intercreditor Agreement (the “Intercreditor Agreement”) dated as of the date hereof among Parent Holdco, Borrower, ILFC, CA Subsidiary Holdco, Irish Subsidiary Holdco and the Collateral Agent; (e) Collateral Supplement (the “Irish Collateral Supplement”) dated as of the date hereof between Irish Subsidiary Holdco and the Collateral Agent; and (f) Collateral Supplement (the “California Collateral Supplement” and together with the Irish Collateral Supplement, the “Collateral Supplements”) dated as of the date hereof between CA Subsidiary Holdco and the Collateral Agent. Each of ILFC, Borrower, Parent Holdco, CA Subsidiary Holdco and Irish Subsidiary Holdco is referred to herein as an “Obligor”. Each of the Credit Agreement, the Security Agreement, the Account Control Agreement, the Intercreditor Agreement and the Collateral Supplements is referred to herein as a “Transaction Document”. Each of the Security Agreement, the Account Control Agreement and the Collateral Supplements is referred to herein as a “Security Document”. We have also examined and relied upon such records and statements and certificates of public officials and representatives and officers of the Obligors and other persons as we have deemed necessary as a basis for the opinions expressed below. As to factual matters relevant to our opinions expressed below, we have, without independent investigation, relied upon the foregoing and the representations and warranties made in or pursuant to the Transaction Documents. We have not reviewed the dockets or other records of any court, arbitrator or governmental or regulatory body or agency or conducted any other investigation or inquiry or otherwise established or verified any factual matter. In such examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as certified or photostatic copies. We have assumed that the Collateral does not include any Aircraft, Engines or Parts (as such terms are defined in the FAA Act), or Aircraft Objects (as defined in the Cape Town Convention), or leases thereof or other interests therein. Except as expressly opined on by us below, we have assumed, without investigationthat: (i) the due organizationfair value of the assets of the Company and its Restricted Subsidiaries, valid existence andtaken as a whole, to the extent applicableat a fair valuation, good standing of each party to the Transaction Documentswill exceed their debts and liabilities, subordinated, contingent or otherwise; (ii) the present fair saleable value of the property of the Company and its Restricted Subsidiaries, taken as a whole, will be greater than the amount that each party will be required to pay the Transaction Documents has requisite power probable liability of their debts and authority to executeother liabilities, deliver subordinated, contingent or otherwise, as such debts and perform its obligations under the Transaction Documents to which it is a partyother liabilities become absolute and matured; (iii) that each Transaction Document has been duly authorizedthe Company and its Restricted Subsidiaries, executed and delivered by each party thereto; (iv) that each Transaction Document constitutes taken as a validwhole, binding and enforceable obligation of each party thereto; (v) that the execution, delivery and performance by each party of the Transaction Documents to which it is a party do not contravene such party’s constitutional documents, violate any law, rule or regulation applicable to such party or result in any conflict with or breach of any agreement or instrument to which such party is a party or by which such party is bound; (vi) that each party to the Transaction Documents has obtained or made all consents, approvals, authorizations, filings, registrations, qualifications or recordations with each Governmental Authority required in connection with the execution, delivery and performance of the Transaction Documents; (vii) all applicable filings, registrations, recordations or other actions necessary to perfect as to ownership or security interest (except as set forth herein) including under the Cape Town Convention have been or will be made; (viii) for purposes of the Uniform Commercial Code of the State of New York (the “NYUCC”)able to pay their debts and liabilities, Irish Subsidiary Holdco is deemed located in the District of Columbiasubordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (ix) the accuracy and completeness as of the date hereof of the certificates and other information and statements delivered or made to us by representatives and officers of each Obligor. We have made no investigation or review of any matters relating to the Obligors or any other person or entity other than as expressly described herein. Further, we have made no special investigation of the business operations of the Obligors or any other person or entity for the purpose of identifying laws or regulations to which the Obligors or any other person or entity are subject. With reference particularly to our opinion in paragraph 3 below, we note that our representation of the Obligors is limited to this and similar transactions and that we are not generally familiar with their respective affairs or operations. We have also assumed that: (i) all applicable chattel paper (as such term is defined in Article 9 of the NYUCC) constitutes “tangible chattel paper” within the meaning of Section 9-102 of the NYUCC and is located only in the State of New York and is in the possession of the Collateral Agent; (ii) the Collateral subject to the Lien of the Security Documents exists, and each applicable Obligor has rights in the applicable Collateral and has the power to transfer its rights in the applicable Collateral; (iii) the descriptions of the Collateral contained in, or attached as schedules to, the applicable Security Documents sufficiently describe the Collateral intended to be covered by such Security Documents; (iv) the Collateral does Company and its Restricted Subsidiaries, taken as a whole, will not include any “cooperative interest” or “commercial tort claim” (have unreasonably small capital with which to conduct the business in which they are engaged as such terms are defined in Article 9 of business is now conducted and is proposed to be conducted after the NYUCC); (v) for purposes of Article 9 of the NY UCC, no statute, regulation or treaty of the United States is applicable to any of the Collateral; (vi) the certificates representing the Pledged Equity Interests (used herein to mean the certificates representing the Pledged Stock and the Pledged Beneficial Interests listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) of Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco and each Pledged Equity Party listed in Annex II to each Collateral Supplement is in the possession of the Collateral Agent, together with duly executed in blank instruments of transfer in respect thereof; and (vii) the instruments representing the Pledged Debt (used herein to mean the Pledged Debt instruments listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) are each in the possession of the Collateral Agent, together with duly executed in blank allonges in respect thereof. Based upon the foregoing and subject to the qualifications and limitations set forth below, we are of the opinion that: 1. Each Transaction Document is a valid and binding obligation of each Obligor party thereto, enforceable against such Obligor in accordance with its termsEffective Date. 2. The execution and delivery by each Obligor of the Transaction Documents to which it is a party does not, and the performance by each Obligor of its obligations thereunder will not, cause such Obligor to violate any Generally Applicable Law (defined below). 3. No consent, approval or authorization of, and no filing, registration, qualification or recordation with, United States federal or State of New York governmental authorities pursuant to any Generally Applicable Law is required in connection with the execution and delivery and consummation of the transactions contemplated thereby by any Obligor of the Transaction Documents to which it is a party, other than (a) those that are specified in the Transaction Documents, (b) filings necessary to create, record, perfect or maintain the security interests created by the Security Agreement, (c) those that have been duly obtained, taken or made and (d) in the case of Collateral constituting securities, as may be required in connection with any disposition of such Collateral.

General Provisions. This Assignment These terms and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be construed in accordance with and conditions are governed by the laws of the State of New York, USA. EXHIBIT D-1A April 12, 2012 To The Parties consent to the Addressees Listed on Schedule 1 Ladies exclusive jurisdiction and Gentlemen: We have acted as venue of courts of New York counsel City (Manhattan), New York, for all disputes related to International Lease Finance Corporation (“ILFC”) the subject matter hereof. No joint venture, partnership, employment, or agency relationship exists between Advertiser and Publisher. Neither Party will be deemed to have waived or modified any of these terms and conditions except in writing signed by its duly authorized representative. Neither Party may assign its rights hereunder to any third party unless the other Party expressly consents to such assignment in writing, not to be unreasonably withheld. If any provision of this Agreement is found invalid or unenforceable pursuant to judicial decree or decision, the remaining provisions will remain valid and enforceable, and the other Obligors unenforceable provisions will be deemed modified to the extent necessary to make them enforceable. Except as defined below specifically provided herein, this Agreement and all Schedules hereto constitute the entire understanding and agreement between the parties and supersedes any and all prior understandings and/or agreements between the parties with respect to the subject matter. No change, amendment or modification of any provision of this Agreement or waiver of any of its terms will be valid unless set forth in connection with writing and mutually agreed to by the Term Loan Credit parties. By: /s/ Xxxx Xxxxxxxxx By: /s/ Xxxx X. Xxxxxxx Title: Chief Financial Officer Title: SVP and General Counsel Date: December 20, 2011 Date: December 20, 2011 Xxxxxx.xxx, LP by Xxxxxx.xxx GP LLC, its general partner TripAdvisor Limited By: /s/ Xxxx Xxxxxxxxx By: /s/ Xxxx X. Xxxxxxx Title: Chief Financial Officer Title: SVP and General Counsel Date: December 20, 2011 Date: December 20, 2011 By: /s/ Xxxx Xxxxxxxxx By: /s/ Xxxx X. Xxxxxxx Title: Chief Financial Officer Title: SVP and General Counsel Date: December 20, 2011 Date: December 20, 2011 This Schedule is made between the Publisher and Advertiser set forth below, pursuant to the Master Advertising Agreement (CPC) between the TripAdvisor Companies and the Expedia Companies, dated December 20, 2011 (the “Credit Agreement”) dated as of the date hereof among Delos Aircraft Inc. as Borrower (“Borrower”), ILFC, Hyperion Aircraft Inc. (“Parent Holdco”), Apollo Aircraft Inc. (“CA Subsidiary Holdco”), Artemis (Delos) Limited (“Irish Subsidiary Holdco”), the Lenders party thereto, Bank of America, N.A., as Administrative Agent and Bank of America, N.A., as Collateral Agent (the “Collateral Agent”). Capitalized terms used herein and not otherwise defined shall have the meanings given such terms in the Credit Agreement and the Security Agreement. This opinion is delivered pursuant to Sections 4.01(e) and 4.02(d) of the Credit Agreement. In rendering the opinions expressed below, we have examined executed copies of the following documents: (a) Credit Agreement; (b) Term Loan Security Agreement (the “Security Agreement”) dated as of the date hereof among Parent Holdco, Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco, the additional grantors party thereto and the Collateral Agent; (c) Account Control Agreement (the “Account Control Agreement”) dated as of the date hereof among the Securities Intermediary, Borrower and the Collateral Agent; (d) Intercreditor Agreement (the “Intercreditor Agreement”) dated as of the date hereof among Parent Holdco, Borrower, ILFC, CA Subsidiary Holdco, Irish Subsidiary Holdco and the Collateral Agent; (e) Collateral Supplement (the “Irish Collateral Supplement”) dated as of the date hereof between Irish Subsidiary Holdco and the Collateral Agent; and (f) Collateral Supplement (the “California Collateral Supplement” and together with the Irish Collateral Supplement, the “Collateral Supplements”) dated as of the date hereof between CA Subsidiary Holdco and the Collateral Agent. Each of ILFC, Borrower, Parent Holdco, CA Subsidiary Holdco and Irish Subsidiary Holdco is referred to herein as an “Obligor”. Each of the Credit Agreement, the Security Agreement, the Account Control Agreement, the Intercreditor Agreement and the Collateral Supplements is referred to herein as a “Transaction Document”. Each of the Security Agreement, the Account Control Agreement and the Collateral Supplements is referred to herein as a “Security Document”. We have also examined and relied upon such records and statements and certificates of public officials and representatives and officers of the Obligors and other persons as we have deemed necessary as a basis for the opinions expressed below. As to factual matters relevant to our opinions expressed below, we have, without independent investigation, relied upon the foregoing and the representations and warranties made in or pursuant to the Transaction Documents. We have not reviewed the dockets or other records of any court, arbitrator or governmental or regulatory body or agency or conducted any other investigation or inquiry or otherwise established or verified any factual matter. In such examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as certified or photostatic copies. We have assumed that the Collateral does not include any Aircraft, Engines or Parts (as such terms are defined in the FAA Act), or Aircraft Objects (as defined in the Cape Town Convention), or leases thereof or other interests therein. Except as expressly opined on by us below, we have assumed, without investigation: (i) the due organization, valid existence and, to the extent applicable, good standing of each party to the Transaction Documents; (ii) that each party to the Transaction Documents has requisite power and authority to execute, deliver and perform its obligations under the Transaction Documents to which it is a party; (iii) that each Transaction Document has been duly authorized, executed and delivered by each party thereto; (iv) that each Transaction Document constitutes a valid, binding and enforceable obligation of each party thereto; (v) that the execution, delivery and performance by each party of the Transaction Documents to which it is a party do not contravene such party’s constitutional documents, violate any law, rule or regulation applicable to such party or result in any conflict with or breach of any agreement or instrument to which such party is a party or by which such party is bound; (vi) that each party to the Transaction Documents has obtained or made all consents, approvals, authorizations, filings, registrations, qualifications or recordations with each Governmental Authority required in connection with the execution, delivery and performance of the Transaction Documents; (vii) all applicable filings, registrations, recordations or other actions necessary to perfect as to ownership or security interest (except as set forth herein) including under the Cape Town Convention have been or will be made; (viii) for purposes of the Uniform Commercial Code of the State of New York (the “NYUCC”), Irish Subsidiary Holdco this Schedule is deemed located in the District of Columbia; and (ix) the accuracy and completeness as of the date hereof of the certificates and other information and statements delivered or made to us by representatives and officers of each Obligor. We have made no investigation or review of any matters relating to the Obligors or any other person or entity other than as expressly described herein. Further, we have made no special investigation of the business operations of the Obligors or any other person or entity for the purpose of identifying laws or regulations to which the Obligors or any other person or entity are subject. With reference particularly to our opinion in paragraph 3 below, we note that our representation of the Obligors is limited to this and similar transactions and that we are not generally familiar with their respective affairs or operations. We have also assumed that: (i) all applicable chattel paper (as such term is defined in Article 9 of the NYUCC) constitutes “tangible chattel paper” within the meaning of Section 9-102 of the NYUCC and is located only in the State of New York and is in the possession of the Collateral Agent; (ii) the Collateral subject to the Lien terms and conditions of and incorporated into the Security Documents existsAgreement. All capitalized terms, where not defined herein, will have the meanings set forth elsewhere in the Agreement. Advertiser: Expedia, Inc., and each applicable Obligor has rights in the applicable Collateral and has the power Travelscape LLC (collectively, “Expedia”) with respect to transfer its rights in the applicable Collateral; Expedia-branded websites operated by Expedia (iiie.g. Xxxxxxx.xxx, Xxxxxxx.xx.xx, Xxxxxxx.xx, etc.) the descriptions of the Collateral contained inPublisher: TripAdvisor LLC, or attached as schedules to, the applicable Security Documents sufficiently describe the Collateral intended to be covered by such Security Documents; (iv) the Collateral does not include any “cooperative interest” or “commercial tort claim” (as such terms are defined in Article 9 of the NYUCC); (v) for purposes of Article 9 of the NY UCC, no statute, regulation or treaty of the United States is applicable to any of the Collateral; (vi) the certificates representing the Pledged Equity Interests (used herein to mean the certificates representing the Pledged Stock and the Pledged Beneficial Interests listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) of Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco and each Pledged Equity Party listed in Annex II to each Collateral Supplement is in the possession of the Collateral Agent, together with duly executed in blank instruments of transfer in respect thereof; and (vii) the instruments representing the Pledged Debt (used herein to mean the Pledged Debt instruments listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) are each in the possession of the Collateral Agent, together with duly executed in blank allonges in respect thereof. Based upon the foregoing and subject to the qualifications and limitations set forth below, we are of the opinion that: 1. Each Transaction Document is a valid and binding obligation of each Obligor party thereto, enforceable against such Obligor in accordance with its terms. 2. The execution and delivery by each Obligor of the Transaction Documents to which it is a party does notTripAdvisor Limited, and the performance by each Obligor of its obligations thereunder will notTripAdvisor Singapore Private Limited (collectively, cause such Obligor to violate any Generally Applicable Law (defined below“TripAdvisor”). 3. No consent, approval or authorization of, and no filing, registration, qualification or recordation with, United States federal or State of New York governmental authorities pursuant to any Generally Applicable Law is required in connection with the execution and delivery and consummation of the transactions contemplated thereby by any Obligor of the Transaction Documents to which it is a party, other than (a) those that are specified in the Transaction Documents, (b) filings necessary to create, record, perfect or maintain the security interests created by the Security Agreement, (c) those that have been duly obtained, taken or made and (d) in the case of Collateral constituting securities, as may be required in connection with any disposition of such Collateral.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other means of electronic imaging shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be construed in accordance with and governed by THIS ASSIGNMENT AND ASSUMPTION SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. Xxxxxx Xxxxxxx Senior Funding, Inc., as Administrative Agent for the laws of Lenders party to the State of New York. EXHIBIT D-1A April 12Credit Agreement referred to below 0 Xxxxxxxxxx Xxxxx 0xx Xxxxx Xxxxxxxx, 2012 To the Addressees Listed on Schedule 1 Xxx Xxxx 00000 Attention: Agency Team Ladies and Gentlemen: We The undersigned, FitBit, Inc. (the “Borrower”), refers to the Revolving Credit and Guaranty Agreement, dated as of August 13, 2014 (as it may be amended, restated, amended and restated, modified, extended and/or supplemented from time to time, the “Credit Agreement,” the terms defined therein and not otherwise defined herein being used herein as therein defined), among the Borrower, the Guarantors party thereto, the Lenders party thereto (each a “Lender” and collectively, the “Lenders”), Xxxxxx Xxxxxxx Senior Funding, Inc., as Collateral Agent, the other agents named therein, Xxxxxx Xxxxxxx Bank, N.A., as Issuing Bank and Swing Line Lender, and you, as the Administrative Agent for the Lenders, and hereby gives you notice, irrevocably, pursuant to Section 2.5 of the Credit Agreement, that the undersigned hereby requests a Borrowing under the Credit Agreement, and in that connection sets forth below the information relating to such Borrowing (the “Proposed Borrowing”) as required by Section 2.5 of the Credit Agreement: (i) The Business Day of the Proposed Borrowing is , 20 .3 (ii) The aggregate principal amount of the Proposed Borrowing is [—]4. (iii) The Proposed Borrowing is to consist of [ABR Loans] [Eurodollar Loans]. (iv) The initial Interest Period for the Proposed Borrowing is [one/two/three/six months].] (v) The location and number of the account or accounts to which funds are to be disbursed is as follows: [Insert location and number of the account(s)] 3 Shall be a Business Day at least one Business Day in the case of ABR Loans and at least three Business Days in the case of Eurodollar Loans, in each case, after the date hereof, provided that any such notice shall be deemed to have acted as been given on a certain day only if given before 12 Noon (New York counsel City time) in the case of ABR Loans or before 11:00 a.m. (New York City time) in the case of Eurodollar Loans, on such day. 4 Such amount to International Lease Finance Corporation be stated in Dollars. The undersigned hereby certifies that the following statements are true on the date hereof, and will be true on the date of the Proposed Borrowing: (A) the representations and warranties of the Borrower set forth in the Credit Agreement and in the other Loan Documents are and will be true and correct in all material respects (other than to the extent qualified by materiality or “ILFCMaterial Adverse Effect”, in which case, such representations and warranties shall be true and correct in all respects) on and as of the date of the Proposed Borrowing, except that (i) for purposes of this Borrowing Request, the representations and warranties contained in Section 3.4(a) of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 5.1 of the other Obligors as defined below in connection with the Term Loan Credit Agreement and (ii) to the extent that such representations and warranties specifically refer to an earlier date, they were true and correct in all material respects (other than to the extent qualified by materiality or “Material Adverse Effect”, in which case, such representations and warranties shall be true and correct in all respects) as of such earlier date; (B) at the time of and immediately after giving effect to the Proposed Borrowing, no Default or Event of Default has occurred and is continuing; and (C) after giving effect to such Proposed Borrowing, the Consolidated Total Leverage Ratio, calculated on a Pro Forma Basis as of the last day of the fiscal quarter most recently ended for which financial statements are required to be delivered pursuant to Section 5.1 of the Credit Agreement shall not exceed the maximum Consolidated Total Leverage Ratio permitted under Section 6.12 of the Credit Agreement for such period. The Borrower has caused this Borrowing Request to be executed and delivered by its duly authorized officer as of the date first written above. Very truly yours, FITBIT, INC. By: Name: Title: Reference is made to the Revolving Credit and Guaranty Agreement, dated as of August 13, 2014 (as it may be amended, restated, amended and restated, modified, extended and/or supplemented from time to time, the “Credit Agreement”) dated ; the terms defined therein and not otherwise defined herein being used herein as of therein defined), by and among FitBit, Inc., a Delaware corporation (the date hereof among Delos Aircraft Inc. as Borrower (“Borrower”), ILFCthe Guarantors from time to time party thereto, Hyperion Aircraft Inc. the Lenders from time to time party thereto (the “Parent HoldcoLenders”), Apollo Aircraft Inc. Xxxxxx Xxxxxxx Senior Funding, Inc., as the Administrative Agent (“CA Subsidiary Holdco”), Artemis (Delos) Limited (“Irish Subsidiary Holdco”)together with its permitted successors in such capacity, the Lenders party thereto“Administrative Agent”) and as Collateral Agent, Bank of Americathe other agents named therein and Xxxxxx Xxxxxxx Bank, N.A., as Administrative Agent Issuing Bank and Bank of America, N.A., as Collateral Agent (the “Collateral Agent”)Swing Line Lender. Capitalized terms used herein and not otherwise defined shall have the meanings given such terms in the Credit Agreement and the Security Agreement. This opinion is delivered pursuant Pursuant to Sections 4.01(e) and 4.02(d) of the Credit Agreement. In rendering the opinions expressed below, we have examined executed copies of the following documents: (a) Credit Agreement; (b) Term Loan Security Agreement (the “Security Agreement”) dated as of the date hereof among Parent Holdco, Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco, the additional grantors party thereto and the Collateral Agent; (c) Account Control Agreement (the “Account Control Agreement”) dated as of the date hereof among the Securities Intermediary, Borrower and the Collateral Agent; (d) Intercreditor Agreement (the “Intercreditor Agreement”) dated as of the date hereof among Parent Holdco, Borrower, ILFC, CA Subsidiary Holdco, Irish Subsidiary Holdco and the Collateral Agent; (e) Collateral Supplement (the “Irish Collateral Supplement”) dated as of the date hereof between Irish Subsidiary Holdco and the Collateral Agent; and (f) Collateral Supplement (the “California Collateral Supplement” and together with the Irish Collateral Supplement, the “Collateral Supplements”) dated as of the date hereof between CA Subsidiary Holdco and the Collateral Agent. Each of ILFC, Borrower, Parent Holdco, CA Subsidiary Holdco and Irish Subsidiary Holdco is referred to herein as an “Obligor”. Each Section 2.4 of the Credit Agreement, the Security Agreement, Borrower desires a Letter of Credit to be issued in accordance with the Account Control Agreement, the Intercreditor Agreement terms and the Collateral Supplements is referred to herein as a “Transaction Document”. Each conditions of the Security Agreement, the Account Control Credit Agreement and the Collateral Supplements is referred to herein as a “Security Document”. We have also examined and relied upon such records and statements and certificates of public officials and representatives and officers of the Obligors and other persons as we have deemed necessary as a basis for the opinions expressed below. As to factual matters relevant to our opinions expressed below, we have, without independent investigation, relied upon the foregoing and the representations and warranties made in or pursuant to the Transaction Documents. We have not reviewed the dockets or other records of any court, arbitrator or governmental or regulatory body or agency or conducted any other investigation or inquiry or otherwise established or verified any factual matter. In such examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as certified or photostatic copies. We have assumed that the Collateral does not include any Aircraft, Engines or Parts (as such terms are defined in the FAA Act), or Aircraft Objects (as defined in the Cape Town Convention), or leases thereof or other interests therein. Except as expressly opined on by us below, we have assumed, without investigation: (i) the due organization, valid existence and, to the extent applicable, good standing of each party to the Transaction Documents; (ii) that each party to the Transaction Documents has requisite power and authority to execute, deliver and perform its obligations under the Transaction Documents to which it is a party; (iii) that each Transaction Document has been duly authorized, executed and delivered by each party thereto; (iv) that each Transaction Document constitutes a valid, binding and enforceable obligation of each party thereto; (v) that the execution, delivery and performance by each party of the Transaction Documents to which it is a party do not contravene such party’s constitutional documents, violate any law, rule or regulation applicable to such party or result in any conflict with or breach of any agreement or instrument to which such party is a party or by which such party is bound; (vi) that each party to the Transaction Documents has obtained or made all consents, approvals, authorizations, filings, registrations, qualifications or recordations with each Governmental Authority required in connection with the execution, delivery and performance of the Transaction Documents; (vii) all applicable filings, registrations, recordations or other actions necessary to perfect as to ownership or security interest (except as set forth herein) including under the Cape Town Convention have been or will be made; (viii) for purposes of the Uniform Commercial Code of the State of New York [—] (the “NYUCCCredit Date”)) in an aggregate face amount of $[ , Irish Subsidiary Holdco is deemed located in , ]. Attached hereto for each such Letter of Credit are the District of Columbia; and (ix) the accuracy and completeness as of the date hereof of the certificates and other information and statements delivered or made to us by representatives and officers of each Obligor. We have made no investigation or review of any matters relating to the Obligors or any other person or entity other than as expressly described herein. Further, we have made no special investigation of the business operations of the Obligors or any other person or entity for the purpose of identifying laws or regulations to which the Obligors or any other person or entity are subject. With reference particularly to our opinion in paragraph 3 below, we note that our representation of the Obligors is limited to this and similar transactions and that we are not generally familiar with their respective affairs or operations. We have also assumed thatfollowing: (i) all applicable chattel paper (as such term is defined in Article 9 of the NYUCC) constitutes “tangible chattel paper” within the meaning of Section 9-102 of the NYUCC and is located only in the State of New York and is in the possession of the Collateral Agent; (iia) the Collateral subject to the Lien of the Security Documents exists, and each applicable Obligor has rights in the applicable Collateral and has the power to transfer its rights in the applicable Collateral; (iii) the descriptions of the Collateral contained in, or attached as schedules to, the applicable Security Documents sufficiently describe the Collateral intended to be covered by such Security Documents; (iv) the Collateral does not include any “cooperative interest” or “commercial tort claim” (as such terms are defined in Article 9 of the NYUCC); (v) for purposes of Article 9 of the NY UCC, no statute, regulation or treaty of the United States is applicable to any of the Collateral; (vi) the certificates representing the Pledged Equity Interests (used herein to mean the certificates representing the Pledged Stock and the Pledged Beneficial Interests listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) of Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco and each Pledged Equity Party listed in Annex II to each Collateral Supplement is in the possession of the Collateral Agent, together with duly executed in blank instruments of transfer in respect thereof; and (vii) the instruments representing the Pledged Debt (used herein to mean the Pledged Debt instruments listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) are each in the possession of the Collateral Agent, together with duly executed in blank allonges in respect thereof. Based upon the foregoing and subject to the qualifications and limitations set forth below, we are of the opinion that: 1. Each Transaction Document is a valid and binding obligation of each Obligor party thereto, enforceable against such Obligor in accordance with its terms. 2. The execution and delivery by each Obligor of the Transaction Documents to which it is a party does not, and the performance by each Obligor of its obligations thereunder will not, cause such Obligor to violate any Generally Applicable Law (defined below). 3. No consent, approval or authorization of, and no filing, registration, qualification or recordation with, United States federal or State of New York governmental authorities pursuant to any Generally Applicable Law is required in connection with the execution and delivery and consummation of the transactions contemplated thereby by any Obligor of the Transaction Documents to which it is a party, other than (a) those that are specified in the Transaction Documents, (b) filings necessary to create, record, perfect or maintain the security interests created by the Security Agreement, (c) those that have been duly obtained, taken or made and (d) in the case of Collateral constituting securities, as may be required in connection with any disposition stated amount of such Collateral.Letter of Credit;

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or by sending a scanned copy by electronic mail shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with and governed by with, the laws law governing the Credit Agreement. TO: Royal Bank of the State of New York. EXHIBIT D-1A April 12Canada, 2012 To the Addressees Listed on Schedule 1 Ladies and Gentlemenas Agent 00 Xxxx Xxxxxx Xxxx, 0xx Xxxxx Xxxxxxx, XX X0X 0X0 Attention: We have acted as New York counsel to International Lease Finance Corporation Manager Agency Telecopier: (“ILFC”000) and the other Obligors as defined below in connection with the Term Loan 000-0000 AND TO: The Lenders Re: Credit Agreement made as of June 16, 2017 among Xxxxxx Xxxxxx Cochin ULC as Principal Borrower (the “Principal Borrower”), Trans Mountain Pipeline ULC (the “NEB Reserve Borrower”), those persons party thereto from time to time in their capacities as lenders, and Royal Bank of Canada, as administrative agent (such credit agreement, as it may be amended, supplemented or otherwise modified or restated from time to time, referred to as the “Credit Agreement”). 1. This Compliance Certificate is given pursuant to Section 9.4(a)(iii) dated as of the date hereof among Delos Aircraft Inc. as Borrower (“Borrower”), ILFC, Hyperion Aircraft Inc. (“Parent Holdco”), Apollo Aircraft Inc. (“CA Subsidiary Holdco”), Artemis (Delos) Limited (“Irish Subsidiary Holdco”), the Lenders party thereto, Bank of America, N.A., as Administrative Agent and Bank of America, N.A., as Collateral Agent (the “Collateral Agent”)Credit Agreement. Capitalized terms used herein and not otherwise defined shall herein have the meanings given such terms in to them by the Credit Agreement Agreement. 2. I am the duly appointed [Chief Executive Officer/ President/ Chief Financial Officer/ Treasurer/Controller/Vice President Finance/ Vice President, TMEP/OTHER AUTHORIZED OFFICER] of the Principal Borrower, and hereby certify in such capacity and not in my personal capacity, after making due inquiry, that: (a) no Default or Event of Default has occurred and is continuing [except as described in Annex · hereto]; (b) the Restricted Subsidiaries are: · [and] (c) as at the end of the Fiscal Quarter ending ·, the ratio of Consolidated Total Funded Debt to Consolidated Capitalization is ·, and attached hereto as Exhibit 1 are the detailed particulars of the manner in which the above were calculated[; and] OR[.] (d) [as at the end of the Fiscal Quarter ending: (i) the Consolidated EBITDA for such Fiscal Quarter was · and the Security AgreementConsolidated EBITDA directly attributed to the Obligors on an unconsolidated but combined basis is equal to at least 95% of such amount; and (ii) the Obligors directly own not less than 95% of the Consolidated Total Assets. This opinion is delivered pursuant and attached hereto as Exhibit 1 are the detailed particulars of the manner in which the above were calculated.] [INSERT only if there are any Unrestricted Subsidiaries.] 3. [Attached are the updated Schedule I and Schedule J referred to Sections 4.01(e) and 4.02(din Section 9.4(a)(iii) of the Credit Agreement. In rendering the opinions expressed below, we have examined executed copies of the following documents: (a) Credit Agreement; (b) Term Loan Security Agreement (the “Security Agreement”) dated which are each complete and accurate as of the date hereof among Parent Holdco, Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco, hereof. / There have been no changes to Schedule I or Schedule J since the additional grantors party thereto and the Collateral Agent; (c) Account Control Agreement (the “Account Control Agreement”) dated as of the date hereof among the Securities Intermediary, Borrower and the Collateral Agent; (d) Intercreditor Agreement (the “Intercreditor Agreement”) dated as of the date hereof among Parent Holdco, Borrower, ILFC, CA Subsidiary Holdco, Irish Subsidiary Holdco and the Collateral Agent; (e) Collateral Supplement (the “Irish Collateral Supplement”) dated as of the date hereof between Irish Subsidiary Holdco and the Collateral Agent; and (f) Collateral Supplement (the “California Collateral Supplement” and together with the Irish Collateral Supplement, the “Collateral Supplements”) dated as of the date hereof between CA Subsidiary Holdco and the Collateral Agent. Each of ILFC, Borrower, Parent Holdco, CA Subsidiary Holdco and Irish Subsidiary Holdco is referred to herein as an “Obligor”. Each of the Credit Agreement, the Security Agreement, the Account Control Agreement, the Intercreditor Agreement and the Collateral Supplements is referred to herein as a “Transaction Document”. Each of the Security Agreement, the Account Control Agreement and the Collateral Supplements is referred to herein as a “Security Document”. We have also examined and relied upon such records and statements and certificates of public officials and representatives and officers of the Obligors and other persons as we have deemed necessary as a basis for the opinions expressed below. As to factual matters relevant to our opinions expressed below, we have, without independent investigation, relied upon the foregoing and the representations and warranties made in or pursuant copies thereof last provided to the Transaction Documents. We have not reviewed the dockets or other records Agent on [describe date and method of any court, arbitrator or governmental or regulatory body or agency or conducted any other investigation or inquiry or otherwise established or verified any factual matter. In such examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as certified or photostatic copies. We have assumed that the Collateral does not include any Aircraft, Engines or Parts (as such terms are defined in the FAA Act), or Aircraft Objects (as defined in the Cape Town Convention), or leases thereof or other interests therein. Except as expressly opined on by us below, we have assumed, without investigation: (i) the due organization, valid existence and, to the extent applicable, good standing of each party to the Transaction Documents; (ii) that each party to the Transaction Documents has requisite power and authority to execute, deliver and perform its obligations under the Transaction Documents to which it is a party; (iii) that each Transaction Document has been duly authorized, executed and delivered by each party thereto; (iv) that each Transaction Document constitutes a valid, binding and enforceable obligation of each party thereto; (v) that the execution, delivery and performance by each party of the Transaction Documents to which it is a party do not contravene such party’s constitutional documents, violate any law, rule or regulation applicable to such party or result in any conflict with or breach of any agreement or instrument to which such party is a party or by which such party is bound; (vi) that each party to the Transaction Documents has obtained or made all consents, approvals, authorizations, filings, registrations, qualifications or recordations with each Governmental Authority required in connection with the execution, delivery and performance of the Transaction Documents; (vii) all applicable filings, registrations, recordations or other actions necessary to perfect as to ownership or security interest (except as set forth herein) including under the Cape Town Convention have been or will be made; (viii) for purposes of the Uniform Commercial Code of the State of New York (the “NYUCC”), Irish Subsidiary Holdco is deemed located in the District of Columbia; and (ix) the accuracy and completeness as of the date hereof of the certificates and other information and statements delivered or made to us by representatives and officers of each Obligor. We have made no investigation or review of any matters relating to the Obligors or any other person or entity other than as expressly described herein. Further, we have made no special investigation of the business operations of the Obligors or any other person or entity for the purpose of identifying laws or regulations to which the Obligors or any other person or entity are subject. With reference particularly to our opinion in paragraph 3 below, we note that our representation of the Obligors is limited to this and similar transactions and that we are not generally familiar with their respective affairs or operations. We have also assumed that: (i) all applicable chattel paper (as such term is defined in Article 9 of the NYUCC) constitutes “tangible chattel paper” within the meaning of Section 9-102 of the NYUCC and is located only in the State of New York and is in the possession of the Collateral Agent; (ii) the Collateral subject to the Lien of the Security Documents exists, and each applicable Obligor has rights in the applicable Collateral and has the power to transfer its rights in the applicable Collateral; (iii) the descriptions of the Collateral contained in, or attached as schedules to, the applicable Security Documents sufficiently describe the Collateral intended to be covered by such Security Documents; (iv) the Collateral does not include any “cooperative interest” or “commercial tort claim” (as such terms are defined in Article 9 of the NYUCC); (v) for purposes of Article 9 of the NY UCC, no statute, regulation or treaty of the United States is applicable to any of the Collateral; (vi) the certificates representing the Pledged Equity Interests (used herein to mean the certificates representing the Pledged Stock and the Pledged Beneficial Interests listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) of Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco and each Pledged Equity Party listed in Annex II to each Collateral Supplement is in the possession of the Collateral Agent, together with duly executed in blank instruments of transfer in respect thereof; and (vii) the instruments representing the Pledged Debt (used herein to mean the Pledged Debt instruments listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) are each in the possession of the Collateral Agent, together with duly executed in blank allonges in respect thereof. Based upon the foregoing and subject to the qualifications and limitations set forth below, we are of the opinion that: 1. Each Transaction Document is a valid and binding obligation of each Obligor party thereto, enforceable against such Obligor in accordance with its termsdelivery. 2. The execution and delivery by each Obligor of the Transaction Documents to which it is a party does not, and the performance by each Obligor of its obligations thereunder will not, cause such Obligor to violate any Generally Applicable Law (defined below). 3. No consent, approval or authorization of, and no filing, registration, qualification or recordation with, United States federal or State of New York governmental authorities pursuant to any Generally Applicable Law is required in connection with the execution and delivery and consummation of the transactions contemplated thereby by any Obligor of the Transaction Documents to which it is a party, other than (a) those that are specified in the Transaction Documents, (b) filings necessary to create, record, perfect or maintain the security interests created by the Security Agreement, (c) those that have been duly obtained, taken or made and (d) in the case of Collateral constituting securities, as may be required in connection with any disposition of such Collateral.] XXXXXX XXXXXX COCHIN ULC

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with and governed by with, the laws law of the State of New York, without regard to conflict of laws principles. EXHIBIT D-1A April 12THIS GUARANTY JOINDER AGREEMENT (this “Agreement”), 2012 To dated as of _____________, 20__, is by and between [INSERT NEW GUARANTOR], a [INSERT TYPE OF ORGANIZATION] (the Addressees Listed on Schedule 1 Ladies “Subsidiary”), and Gentlemen: We have acted BANK OF AMERICA, N. A., in its capacity as New York counsel to International Lease Finance Corporation (“ILFC”) and the other Obligors as defined below in connection with the Term Loan Administrative Agent under that certain Credit Agreement (as it may be amended, modified, restated or supplemented from time to time, the “Credit Agreement”) ), dated as of August 16, 2011, by and among Omega Healthcare Investors, Inc. (the date hereof among Delos Aircraft Inc. as Borrower (“Borrower”), ILFC, Hyperion Aircraft Inc. (“Parent Holdco”), Apollo Aircraft Inc. (“CA Subsidiary Holdco”), Artemis (Delos) Limited (“Irish Subsidiary Holdco”)the Guarantors party thereto, the Lenders party thereto, Bank of America, N.A., as Administrative Agent and Bank of America, N.A.N. A., as Collateral Agent (the “Collateral Administrative Agent”). Capitalized terms used herein and not otherwise defined herein shall have the meanings given assigned to such terms in the Credit Agreement and the Security Agreement. This opinion is delivered pursuant to Sections 4.01(e) and 4.02(d) The Credit Parties are required under the provisions of Section 6.15 of the Credit AgreementAgreement to cause the Subsidiary to become a “Guarantor”. In rendering Accordingly, the opinions expressed belowSubsidiary hereby agrees as follows with the Administrative Agent, we have examined executed copies for the benefit of the following documentsLenders: (a) Credit 1. The Subsidiary hereby acknowledges, agrees and confirms that, by its execution of this Agreement; (b) Term Loan Security Agreement (, the Subsidiary will be deemed to be a party to the Guaranty and a “Security Agreement”) dated Guarantor” for all purposes of the Guaranty, and shall have all of the obligations of a Guarantor thereunder as if it had executed the Guaranty. The Subsidiary hereby ratifies, as of the date hereof among Parent Holdcohereof, Borrowerand agrees to be bound by, Irish Subsidiary Holdcoall of the terms, CA Subsidiary Holdcoprovisions and conditions applicable to the Guarantor contained in the Guaranty. Without limiting the generality of the foregoing terms of this paragraph 1, the additional grantors party thereto Subsidiary hereby (i) jointly and the Collateral Agent; (c) Account Control Agreement (the “Account Control Agreement”) dated as of the date hereof among the Securities Intermediary, Borrower and the Collateral Agent; (d) Intercreditor Agreement (the “Intercreditor Agreement”) dated as of the date hereof among Parent Holdco, Borrower, ILFC, CA Subsidiary Holdco, Irish Subsidiary Holdco and the Collateral Agent; (e) Collateral Supplement (the “Irish Collateral Supplement”) dated as of the date hereof between Irish Subsidiary Holdco and the Collateral Agent; and (f) Collateral Supplement (the “California Collateral Supplement” and severally together with the Irish Collateral Supplementother Guarantors, guarantees to each Lender and the Administrative Agent, the “Collateral Supplements”) dated as of the date hereof between CA Subsidiary Holdco and the Collateral Agent. Each of ILFC, Borrower, Parent Holdco, CA Subsidiary Holdco and Irish Subsidiary Holdco is referred to herein as an “Obligor”. Each of the Credit Agreement, the Security Agreement, the Account Control Agreement, the Intercreditor Agreement and the Collateral Supplements is referred to herein as a “Transaction Document”. Each of the Security Agreement, the Account Control Agreement and the Collateral Supplements is referred to herein as a “Security Document”. We have also examined and relied upon such records and statements and certificates of public officials and representatives and officers of the Obligors and other persons as we have deemed necessary as a basis for the opinions expressed below. As to factual matters relevant to our opinions expressed below, we have, without independent investigation, relied upon the foregoing and the representations and warranties made in or pursuant to the Transaction Documents. We have not reviewed the dockets or other records of any court, arbitrator or governmental or regulatory body or agency or conducted any other investigation or inquiry or otherwise established or verified any factual matter. In such examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as certified or photostatic copies. We have assumed that the Collateral does not include any Aircraft, Engines or Parts (as such terms are defined in the FAA Act), or Aircraft Objects (as defined in the Cape Town Convention), or leases thereof or other interests therein. Except as expressly opined on by us below, we have assumed, without investigation: (i) the due organization, valid existence and, to the extent applicable, good standing of each party to the Transaction Documents; (ii) that each party to the Transaction Documents has requisite power and authority to execute, deliver and perform its obligations under the Transaction Documents to which it is a party; (iii) that each Transaction Document has been duly authorized, executed and delivered by each party thereto; (iv) that each Transaction Document constitutes a valid, binding and enforceable obligation of each party thereto; (v) that the execution, delivery and performance by each party of the Transaction Documents to which it is a party do not contravene such party’s constitutional documents, violate any law, rule or regulation applicable to such party or result in any conflict with or breach of any agreement or instrument to which such party is a party or by which such party is bound; (vi) that each party to the Transaction Documents has obtained or made all consents, approvals, authorizations, filings, registrations, qualifications or recordations with each Governmental Authority required in connection with the execution, delivery prompt payment and performance of the Transaction Documents; Obligations in full when due (viiwhether at stated maturity, as a mandatory prepayment, by acceleration or otherwise) all applicable filings, registrations, recordations or other actions necessary to perfect as to ownership or security interest (except as set forth herein) including under the Cape Town Convention have been or will be made; (viii) for purposes of the Uniform Commercial Code of the State of New York (the “NYUCC”), Irish Subsidiary Holdco is deemed located in the District of Columbia; and (ix) the accuracy and completeness as of the date hereof of the certificates and other information and statements delivered or made to us by representatives and officers of each Obligor. We have made no investigation or review of any matters relating to the Obligors or any other person or entity other than as expressly described herein. Further, we have made no special investigation of the business operations of the Obligors or any other person or entity for the purpose of identifying laws or regulations to which the Obligors or any other person or entity are subject. With reference particularly to our opinion in paragraph 3 below, we note that our representation of the Obligors is limited to this and similar transactions and that we are not generally familiar with their respective affairs or operations. We have also assumed that: (i) all applicable chattel paper (as such term is defined in Article 9 of the NYUCC) constitutes “tangible chattel paper” within the meaning of Section 9-102 of the NYUCC and is located only in the State of New York and is in the possession of the Collateral Agent; (ii) the Collateral subject to the Lien of the Security Documents exists, and each applicable Obligor has rights in the applicable Collateral and has the power to transfer its rights in the applicable Collateral; (iii) the descriptions of the Collateral contained in, or attached as schedules to, the applicable Security Documents sufficiently describe the Collateral intended to be covered by such Security Documents; (iv) the Collateral does not include any “cooperative interest” or “commercial tort claim” (as such terms are defined in Article 9 of the NYUCC); (v) for purposes of Article 9 of the NY UCC, no statute, regulation or treaty of the United States is applicable to any of the Collateral; (vi) the certificates representing the Pledged Equity Interests (used herein to mean the certificates representing the Pledged Stock and the Pledged Beneficial Interests listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) of Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco and each Pledged Equity Party listed in Annex II to each Collateral Supplement is in the possession of the Collateral Agent, together with duly executed in blank instruments of transfer in respect thereof; and (vii) the instruments representing the Pledged Debt (used herein to mean the Pledged Debt instruments listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) are each in the possession of the Collateral Agent, together with duly executed in blank allonges in respect thereof. Based upon the foregoing and subject to the qualifications and limitations set forth below, we are of the opinion that: 1. Each Transaction Document is a valid and binding obligation of each Obligor party thereto, enforceable against such Obligor strictly in accordance with its termsthe terms thereof. 2. The execution and delivery by each Obligor address of the Transaction Documents to which it Subsidiary for purposes of all notices and other communications is a party does not, and described on Schedule 10.02 of the performance by each Obligor of its obligations thereunder will not, cause such Obligor to violate any Generally Applicable Law (defined below)Credit Agreement. 3. No consent, approval or authorization of, The Subsidiary hereby waives acceptance by the Administrative Agent and no filing, registration, qualification or recordation with, United States federal or State the Lenders of New York governmental authorities pursuant to any Generally Applicable Law is required in connection with the guaranty by the Subsidiary upon the execution and delivery and consummation of the transactions contemplated thereby by any Obligor of the Transaction Documents to which it is a party, other than (a) those that are specified in the Transaction Documents, (b) filings necessary to create, record, perfect or maintain the security interests created this Agreement by the Security Agreement, (c) those that have been duly obtained, taken or made and (d) in the case of Collateral constituting securities, as may be required in connection with any disposition of such CollateralSubsidiary.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with and governed by with, the laws law of the State of New York. EXHIBIT D-1A April 12, 2012 To the Addressees Listed on Schedule 1 Ladies and Gentlemen: We have acted as New York counsel to International Lease Finance Corporation (“ILFC”) and the other Obligors as defined below in connection with the Term Loan Credit Agreement (the “Credit Agreement”) dated as of the date hereof among Delos Aircraft Inc. as Borrower (“Borrower”), ILFC, Hyperion Aircraft Inc. (“Parent Holdco”), Apollo Aircraft Inc. (“CA Subsidiary Holdco”), Artemis (Delos) Limited (“Irish Subsidiary Holdco”), the Lenders party thereto, Bank of AmericaJPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders parties to the Credit Agreement referred to below 00 X. Xxxxxxxx, Floor 19 Mail Code IL1-0010 Xxxxxxx, XX 00000 Attention: Xxxxxxx X. Xxxxxx Email: xxxxxxx.x.xxxxxx@xxxxxxxx.xxx phone: (000) 000-0000 fax: (000) 000-0000 Ladies and Bank Gentlemen: The undersigned, Northern Illinois Gas Company, refers to the Credit Agreement, dated as of AmericaOctober 18, 2007 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”, the terms defined therein being used herein as therein defined), among the Borrower, the Lenders parties thereto, and JPMorgan Chase Bank, N.A., as Collateral Administrative Agent for said Lenders, and hereby gives you notice, irrevocably, pursuant to Section 2.4(a) of the Credit Agreement that the undersigned hereby requests a Borrowing under the Credit Agreement, and in that connection sets forth below the information relating to such Borrowing (the “Collateral AgentProposed Borrowing”). Capitalized terms used herein and not otherwise defined shall have the meanings given such terms in the Credit Agreement and the Security Agreement. This opinion is delivered pursuant to Sections 4.01(e) and 4.02(das required by Section 2.4(a) of the Credit Agreement. In rendering the opinions expressed below, we have examined executed copies of the following documents: (a) Credit Agreement; (b) Term Loan Security Agreement (the “Security Agreement”) dated as of the date hereof among Parent Holdco, Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco, the additional grantors party thereto and the Collateral Agent; (c) Account Control Agreement (the “Account Control Agreement”) dated as of the date hereof among the Securities Intermediary, Borrower and the Collateral Agent; (d) Intercreditor Agreement (the “Intercreditor Agreement”) dated as of the date hereof among Parent Holdco, Borrower, ILFC, CA Subsidiary Holdco, Irish Subsidiary Holdco and the Collateral Agent; (e) Collateral Supplement (the “Irish Collateral Supplement”) dated as of the date hereof between Irish Subsidiary Holdco and the Collateral Agent; and (f) Collateral Supplement (the “California Collateral Supplement” and together with the Irish Collateral Supplement, the “Collateral Supplements”) dated as of the date hereof between CA Subsidiary Holdco and the Collateral Agent. Each of ILFC, Borrower, Parent Holdco, CA Subsidiary Holdco and Irish Subsidiary Holdco is referred to herein as an “Obligor”. Each of the Credit Agreement, the Security Agreement, the Account Control Agreement, the Intercreditor Agreement and the Collateral Supplements is referred to herein as a “Transaction Document”. Each of the Security Agreement, the Account Control Agreement and the Collateral Supplements is referred to herein as a “Security Document”. We have also examined and relied upon such records and statements and certificates of public officials and representatives and officers of the Obligors and other persons as we have deemed necessary as a basis for the opinions expressed below. As to factual matters relevant to our opinions expressed below, we have, without independent investigation, relied upon the foregoing and the representations and warranties made in or pursuant to the Transaction Documents. We have not reviewed the dockets or other records of any court, arbitrator or governmental or regulatory body or agency or conducted any other investigation or inquiry or otherwise established or verified any factual matter. In such examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as certified or photostatic copies. We have assumed that the Collateral does not include any Aircraft, Engines or Parts (as such terms are defined in the FAA Act), or Aircraft Objects (as defined in the Cape Town Convention), or leases thereof or other interests therein. Except as expressly opined on by us below, we have assumed, without investigation: (i) the due organization, valid existence and, to the extent applicable, good standing of each party to the Transaction Documents; (ii) that each party to the Transaction Documents has requisite power and authority to execute, deliver and perform its obligations under the Transaction Documents to which it is a party; (iii) that each Transaction Document has been duly authorized, executed and delivered by each party thereto; (iv) that each Transaction Document constitutes a valid, binding and enforceable obligation of each party thereto; (v) that the execution, delivery and performance by each party of the Transaction Documents to which it is a party do not contravene such party’s constitutional documents, violate any law, rule or regulation applicable to such party or result in any conflict with or breach of any agreement or instrument to which such party is a party or by which such party is bound; (vi) that each party to the Transaction Documents has obtained or made all consents, approvals, authorizations, filings, registrations, qualifications or recordations with each Governmental Authority required in connection with the execution, delivery and performance of the Transaction Documents; (vii) all applicable filings, registrations, recordations or other actions necessary to perfect as to ownership or security interest (except as set forth herein) including under the Cape Town Convention have been or will be made; (viii) for purposes of the Uniform Commercial Code of the State of New York (the “NYUCC”), Irish Subsidiary Holdco is deemed located in the District of Columbia; and (ix) the accuracy and completeness as of the date hereof of the certificates and other information and statements delivered or made to us by representatives and officers of each Obligor. We have made no investigation or review of any matters relating to the Obligors or any other person or entity other than as expressly described herein. Further, we have made no special investigation of the business operations of the Obligors or any other person or entity for the purpose of identifying laws or regulations to which the Obligors or any other person or entity are subject. With reference particularly to our opinion in paragraph 3 below, we note that our representation of the Obligors is limited to this and similar transactions and that we are not generally familiar with their respective affairs or operations. We have also assumed that: (i) all applicable chattel paper (as such term is defined in Article 9 The Business Day of the NYUCC) constitutes “tangible chattel paper” within the meaning of Section 9-102 of the NYUCC and Proposed Borrowing is located only in the State of New York and is in the possession of the Collateral Agent;_______________, 200_. (ii) the Collateral subject to the Lien The Proposed Borrowing is [new advance of the Security Documents exists, and each applicable Obligor has rights in the applicable Collateral and has the power to transfer its rights in the applicable Collateral;Loans] [continuation of existing Loans] [conversion of existing Loans]. (iii) The type of Loan comprising the descriptions of the Collateral contained in, or attached as schedules to, the applicable Security Documents sufficiently describe the Collateral intended to be covered by such Security Documents;Proposed Borrowing is [Base Rate Loans] [Eurodollar Loans]. (iv) the Collateral does not include any “cooperative interest” or “commercial tort claim” (as such terms are defined in Article 9 The aggregate amount of the NYUCC);Proposed Borrowing is $_______________. (v) The initial Interest Period for each Eurodollar Loans made as part of the Proposed Borrowing is _____ month[s].] The undersigned hereby certifies that the conditions precedent to such Proposed Borrowing contained in Section 6 have been satisfied. Very truly yours, NORTHERN ILLINOIS GAS COMPANY By Title: If the Level Status Is The Facility Fee Rate is: The Eurodollar Margin is: First Drawn (usage < 50%)5 The Utilization Fee Rate is: Fully Drawn5 Level I Status 0.035% 0.090% 0.125% 0.050% 0.175% Level II Status 0.040% 0.110% 0.150% 0.050% 0.200% Level III Status 0.050% 0.150% 0.200% 0.050% 0.250% Level IV Status 0.060% 0.190% 0.250% 0.050% 0.300% Level V Status 0.080% 0.270% 0.350% 0.050% 0.400% Each change in a rating shall be effective as of the date it is announced by the applicable rating agency. With respect to the Borrower, in the event that the Xxxxx’x Rating and the S&P Rating fall in consecutive Levels, the rating falling in the higher Level (with Level I being the highest Level and Level V being the lowest Level) shall govern for purposes of Article 9 of determining the NY UCC, no statute, regulation or treaty of applicable pricing pursuant to the United States is applicable to any of above pricing grid. In the Collateral; (vi) event that the certificates representing the Pledged Equity Interests (used herein to mean the certificates representing the Pledged Stock Xxxxx’x Rating and the Pledged Beneficial Interests listed S&P Rating fall in Schedule II non-consecutive Levels, the Level immediately below the Level in which the higher rating falls shall govern for purposes of determining the applicable pricing pursuant to the Security Agreement and above pricing grid. If at any time the Borrower has no Xxxxx’x Rating or no S&P Rating, the remaining rating shall apply unless the Borrower has neither a Xxxxx’x Rating nor a S&P Rating, in Annex II to each Collateral Supplement) of Borrowerwhich case Level V shall apply; provided, Irish Subsidiary Holdcothat in such event the Borrower may propose an alternative rating agency or mechanism in replacement thereof, CA Subsidiary Holdco and each Pledged Equity Party listed in Annex II to each Collateral Supplement is in the possession of the Collateral Agent, together with duly executed in blank instruments of transfer in respect thereof; and (vii) the instruments representing the Pledged Debt (used herein to mean the Pledged Debt instruments listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) are each in the possession of the Collateral Agent, together with duly executed in blank allonges in respect thereof. Based upon the foregoing and subject to the qualifications and limitations set forth below, we are written consent of the opinion that: 1Required Lenders. Each Transaction Document is a valid and binding obligation of each Obligor party thereto5 Column only applicable to Borrowings made as Eurodollar Loans JPMorgan Chase Bank, enforceable against such Obligor in accordance with its termsN.A. ABA/Routing No. 2. The execution and delivery by each Obligor of the Transaction Documents to which it is a party does not: 000000000 Account Name: Loan Processing DP Account No.: 9008109962C1407 Attention: Xxxxxxx X. Xxxxxx JPMorgan Chase Bank, and the performance by each Obligor of its obligations thereunder will notN.A. 00 X. Xxxxxxxx, cause such Obligor to violate any Generally Applicable Law (defined below). 3. No consentFloor 19 Mail Code IL1-0010 Xxxxxxx, approval or authorization of, and no filing, registration, qualification or recordation with, United States federal or State of New York governmental authorities pursuant to any Generally Applicable Law is required in connection with the execution and delivery and consummation of the transactions contemplated thereby by any Obligor of the Transaction Documents to which it is a party, other than (a) those that are specified in the Transaction Documents, (b) filings necessary to create, record, perfect or maintain the security interests created by the Security Agreement, (c) those that have been duly obtained, taken or made and (d) in the case of Collateral constituting securities, as may be required in connection with any disposition of such Collateral.XX 00000 Attn: Xxxxxxx X. Xxxxxx

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy any Electronic System shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with and governed by with, the laws law of the State of New York. EXHIBIT D-1A April 12This COUNTERPART AGREEMENT, 2012 To the Addressees Listed on Schedule 1 Ladies and Gentlemen: We have acted as New York counsel to International Lease Finance Corporation dated [ ] (this “ILFCCounterpart Agreement”) is delivered pursuant to that certain Third Amended and the other Obligors Restated Credit Agreement, dated as defined below in connection with the Term Loan Credit Agreement of April 23, 2014 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”) dated ; the terms defined therein and not otherwise defined herein being used herein as of the date hereof among Delos Aircraft Inc. as Borrower (“Borrower”therein defined), ILFCby and among Xxxxxxx Xxxxxxxx Energy, Hyperion Aircraft Inc. (“Parent Holdco”)Inc., Apollo Aircraft Inc. (“CA Subsidiary Holdco”)as Borrower, Artemis (Delos) Limited (“Irish Subsidiary Holdco”)certain Subsidiaries of Borrower, as Guarantors, the Lenders party thereto, Bank of Americaand JPMorgan Chase Bank, N.A., as Administrative Agent and Bank of America, N.A., as Collateral Agent (the “Collateral Administrative Agent”). Section 1. Capitalized terms used herein and not otherwise defined shall have the meanings given such terms in the Credit Agreement and the Security Agreement. This opinion is delivered pursuant Pursuant to Sections 4.01(e) and 4.02(d) of the Credit Agreement. In rendering the opinions expressed below, we have examined executed copies of the following documents: (a) Credit Agreement; (b) Term Loan Security Agreement (the “Security Agreement”) dated as of the date hereof among Parent Holdco, Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco, the additional grantors party thereto and the Collateral Agent; (c) Account Control Agreement (the “Account Control Agreement”) dated as of the date hereof among the Securities Intermediary, Borrower and the Collateral Agent; (d) Intercreditor Agreement (the “Intercreditor Agreement”) dated as of the date hereof among Parent Holdco, Borrower, ILFC, CA Subsidiary Holdco, Irish Subsidiary Holdco and the Collateral Agent; (e) Collateral Supplement (the “Irish Collateral Supplement”) dated as of the date hereof between Irish Subsidiary Holdco and the Collateral Agent; and (f) Collateral Supplement (the “California Collateral Supplement” and together with the Irish Collateral Supplement, the “Collateral Supplements”) dated as of the date hereof between CA Subsidiary Holdco and the Collateral Agent. Each of ILFC, Borrower, Parent Holdco, CA Subsidiary Holdco and Irish Subsidiary Holdco is referred to herein as an “Obligor”. Each Section 6.13 of the Credit Agreement, the Security undersigned hereby: (a) agrees that this Counterpart Agreement may be attached to the Credit Agreement and that by the execution and delivery hereof, the undersigned becomes a Guarantor under the Credit Agreement and agrees to be bound by all of the terms thereof; (b) represents and warrants that each of the representations and warranties set forth in the Credit Agreement and each other Loan Document and applicable to the undersigned is true and correct both before and after giving effect to this Counterpart Agreement, except to the Account Control extent that any such representation and warranty relates solely to any earlier date, in which case such representation and warranty is true and correct as of such earlier date (if applicable to the undersigned); (c) certifies that no Default has occurred or is continuing as of the date hereof, or will result from the transactions contemplated hereby on the date hereof; (d) agrees to irrevocably and unconditionally guaranty the due and punctual payment in full of all Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)) and in accordance with Article VIII of the Credit Agreement, the Intercreditor Agreement and the Collateral Supplements is referred ; and (e) (i) agrees that this counterpart may also be attached to herein as a “Transaction Document”. Each of the Security Agreement, the Account Control Agreement and the Collateral Supplements is referred to herein as a “Security Document”. We have also examined and relied upon such records and statements and certificates of public officials and representatives and officers of the Obligors and other persons as we have deemed necessary as a basis for the opinions expressed below. As to factual matters relevant to our opinions expressed below, we have, without independent investigation, relied upon the foregoing and the representations and warranties made in or pursuant to the Transaction Documents. We have not reviewed the dockets or other records of any court, arbitrator or governmental or regulatory body or agency or conducted any other investigation or inquiry or otherwise established or verified any factual matter. In such examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as certified or photostatic copies. We have assumed that the Collateral does not include any Aircraft, Engines or Parts (as such terms are defined in the FAA Act), or Aircraft Objects (as defined in the Cape Town Convention), or leases thereof or other interests therein. Except as expressly opined on by us below, we have assumed, without investigation: (i) the due organization, valid existence and, to the extent applicable, good standing of each party to the Transaction Documents; (ii) agrees that each party to the Transaction Documents has requisite power undersigned will comply with all the terms and authority to executeconditions of the Security Agreement as if it were an original signatory thereto, deliver and perform its obligations under the Transaction Documents to which it is a party; (iii) that each Transaction Document has been duly authorized, executed and delivered by each party thereto; (iv) that each Transaction Document constitutes grants to the Administrative Agent a valid, binding and enforceable obligation of each party thereto; (v) that the execution, delivery and performance by each party security interest in all of the Transaction Documents undersigned’s right, title and interest in and to which it is a party do not contravene such party’s constitutional documents, violate any law, rule or regulation applicable to such party or result in any conflict with or breach of any agreement or instrument to which such party is a party or by which such party is bound; (vi) that each party to the Transaction Documents has obtained or made all consents, approvals, authorizations, filings, registrations, qualifications or recordations with each Governmental Authority required in connection with the execution, delivery and performance of the Transaction Documents; (vii) all applicable filings, registrations, recordations or other actions necessary to perfect as to ownership or security interest (except as set forth herein) including under the Cape Town Convention have been or will be made; (viii) for purposes of the Uniform Commercial Code of the State of New York (the “NYUCC”), Irish Subsidiary Holdco is deemed located in the District of Columbia; and (ix) the accuracy and completeness as of the date hereof of the certificates and other information and statements delivered or made to us by representatives and officers of each Obligor. We have made no investigation or review of any matters relating to the Obligors or any other person or entity other than as expressly described herein. Further, we have made no special investigation of the business operations of the Obligors or any other person or entity for the purpose of identifying laws or regulations to which the Obligors or any other person or entity are subject. With reference particularly to our opinion in paragraph 3 below, we note that our representation of the Obligors is limited to this and similar transactions and that we are not generally familiar with their respective affairs or operations. We have also assumed that: (i) all applicable chattel paper Collateral” (as such term is defined in Article 9 the Security Agreement) of the NYUCCundersigned, in each case whether now or hereafter existing or in which the undersigned now has or hereafter acquires an interest and wherever the same may be located and (iv) constitutes “tangible chattel paper” within delivers to the meaning of Section 9-102 Administrative Agent supplements to all schedules attached to the Security Agreement. All such Collateral shall be deemed to be part of the NYUCC “Collateral” and is located only in the State of New York and is in the possession hereafter subject to each of the Collateral Agent; (ii) the Collateral subject to the Lien terms and conditions of the Security Documents exists, and each applicable Obligor has rights in the applicable Collateral and has the power to transfer its rights in the applicable Collateral; (iii) the descriptions of the Collateral contained in, or attached as schedules to, the applicable Security Documents sufficiently describe the Collateral intended to be covered by such Security Documents; (iv) the Collateral does not include any “cooperative interest” or “commercial tort claim” (as such terms are defined in Article 9 of the NYUCC); (v) for purposes of Article 9 of the NY UCC, no statute, regulation or treaty of the United States is applicable to any of the Collateral; (vi) the certificates representing the Pledged Equity Interests (used herein to mean the certificates representing the Pledged Stock and the Pledged Beneficial Interests listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) of Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco and each Pledged Equity Party listed in Annex II to each Collateral Supplement is in the possession of the Collateral Agent, together with duly executed in blank instruments of transfer in respect thereof; and (vii) the instruments representing the Pledged Debt (used herein to mean the Pledged Debt instruments listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) are each in the possession of the Collateral Agent, together with duly executed in blank allonges in respect thereof. Based upon the foregoing and subject to the qualifications and limitations set forth below, we are of the opinion that: 1. Each Transaction Document is a valid and binding obligation of each Obligor party thereto, enforceable against such Obligor in accordance with its termsAgreement. Section 2. The execution and delivery by each Obligor undersigned agrees from time to time, upon request of the Transaction Documents Administrative Agent, to which it is a party does not, take such additional actions and to execute and deliver such additional documents and instruments as the performance by each Obligor of its obligations thereunder will not, cause such Obligor Administrative Agent may reasonably request to violate any Generally Applicable Law (defined below). 3. No consent, approval or authorization of, and no filing, registration, qualification or recordation with, United States federal or State of New York governmental authorities pursuant to any Generally Applicable Law is required in connection with the execution and delivery and consummation of effect the transactions contemplated thereby by, and to carry out the intent of, this Counterpart Agreement. Neither this Counterpart Agreement nor any term hereof may be changed, waived, discharged or terminated, except by an instrument in writing signed by the party (including, if applicable, any Obligor party required to evidence its consent to or acceptance of this Counterpart Agreement) against whom enforcement of such change, waiver, discharge or termination is sought. Any notice or other communication herein required or permitted to be given shall be given pursuant to Section 11.01 of the Transaction Documents to which it is a party, other than (a) those that are specified in the Transaction Documents, (b) filings necessary to create, record, perfect or maintain the security interests created by the Security Credit Agreement, (c) those that have been duly obtainedand for all purposes thereof, taken the notice address of the undersigned shall be the address as set forth on the signature page hereof. In case any provision in or made obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and (d) in enforceability of the case of Collateral constituting securitiesremaining provisions or obligations, as may be required in connection with any disposition or of such Collateralprovision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other means of electronic imaging shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be construed in accordance with and governed by the laws of the State of New YorkTHIS ASSIGNMENT AND ASSUMPTION SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. EXHIBIT D-1A April 12Xxxxxx Xxxxxxx Senior Funding, 2012 To the Addressees Listed on Schedule 1 Inc., as Administrative Agent 0 Xxxxxxxxxx Xxxxx, 0xx Xxxxx Xxxxxxxx, Xxx Xxxx 00000 Attention: Agency Team Telecopy: (000) 000-0000 Email: xxxxxxxx@xxxxxxxxxxxxx.xxx [Date] Ladies and Gentlemen: We have acted as New York counsel to International Lease Finance Corporation (“ILFC”) and the other Obligors as defined below in connection with the Term Loan Credit Agreement The undersigned, CF Industries, Inc. (the “Credit Agreement”) dated as of the date hereof among Delos Aircraft Inc. as Borrower (“Borrower”), ILFCrefers to the Amended and Restated Revolving Credit Agreement, Hyperion Aircraft Inc. dated as of May 1, 2012 and amended and restated as of April 22, 2013 (as the same may be amended, restated, amended and restated, modified, extended and/or supplemented from time to time, the “Parent HoldcoCredit Agreement,” the capitalized terms defined therein being used herein as therein defined), among the Borrower, CF Industries Holdings, Inc., as Holdings, the lenders from time to time party thereto (collectively, the “Lenders”), Apollo Aircraft Inc. Xxxxxx Xxxxxxx Bank, N.A. and the Bank of Tokyo-Mitsubishi UFJ, Ltd., as Issuing Banks, the other parties from time to time party thereto, and you, as administrative agent for the Lenders (the “CA Subsidiary HoldcoAdministrative Agent”), Artemis and hereby gives you notice, irrevocably, pursuant to Section 2.3 of the Credit Agreement, that the undersigned hereby requests a Borrowing under the Credit Agreement, and in that connection sets forth below the information relating to such Borrowing (Delos) Limited (the “Irish Subsidiary HoldcoProposed Borrowing”), as required by Section 2.3 of the Lenders party theretoCredit Agreement: (i) The aggregate principal amount of the Proposed Borrowing is $[ ]. (ii) The Business Day of the Proposed Borrowing is [ , 20 ].(2) (iii) The Proposed Borrowing is to consist of [ABR Loans][Eurodollar Loans]. (1) Such amount to be stated in Dollars. (2) Shall be a Business Day at least one Business Day in the case of ABR Loans (or same day notice in the case of Swingline Loans) and at least three Business Days in the case of Eurodollar Loans, in each case, after the date hereof; provided that any such notice shall be deemed to have been given on a certain day only if given before 12:00 noon (New York City time) in the case of ABR Loans or before 11:00 a.m. (New York City time) in the case of Eurodollar Loans, on such day. (iv) The initial Interest Period for each Eurodollar Loan made as part of the Proposed Borrowing is [one/two/three/six months][insert period less than one month or greater than six months](3).] (v) Funds for the Proposed Borrowing should be disbursed as follows: Account Name: [ ] Bank Name: [ ] Bank Location: [ ] ABA No.: [ ] Account Number: [ ] The undersigned hereby certifies that the following statements are true on the date hereof, and will be true on the date of America, N.A., as Administrative Agent the Proposed Borrowing: (A) the representations and Bank warranties of America, N.A., as Collateral Agent (the “Collateral Agent”). Capitalized terms used herein and not otherwise defined shall have the meanings given such terms Borrower set forth in the Credit Agreement and in the Security Agreement. This opinion is delivered pursuant to Sections 4.01(e) other Loan Documents are and 4.02(d) of the Credit Agreement. In rendering the opinions expressed belowwill be true and correct, we have examined executed copies of the following documents: (a) Credit Agreement; (b) Term Loan Security Agreement (the “Security Agreement”) dated on and as of the date hereof among Parent Holdcoof the Proposed Borrowing, Borrowerexcept that (i) to the extent that such representations and warranties specifically refer to an earlier date, Irish Subsidiary Holdco, CA Subsidiary Holdco, the additional grantors party thereto they were true and the Collateral Agent; (c) Account Control Agreement (the “Account Control Agreement”) dated correct in all material respects as of the such earlier date hereof among the Securities Intermediaryand (ii) any representation and warranty that is qualified as to “materiality”, Borrower “Material Adverse Effect” or similar language is and the Collateral Agent; (d) Intercreditor Agreement (the “Intercreditor Agreement”) dated as of the date hereof among Parent Holdco, Borrower, ILFC, CA Subsidiary Holdco, Irish Subsidiary Holdco will be true and the Collateral Agent; (e) Collateral Supplement (the “Irish Collateral Supplement”) dated as of the date hereof between Irish Subsidiary Holdco and the Collateral Agentcorrect in all respects; and (fB) Collateral Supplement (at the “California Collateral Supplement” time of and together with the Irish Collateral Supplement, the “Collateral Supplements”) dated as of the date hereof between CA Subsidiary Holdco and the Collateral Agent. Each of ILFC, Borrower, Parent Holdco, CA Subsidiary Holdco and Irish Subsidiary Holdco is referred to herein as an “Obligor”. Each of the Credit Agreement, the Security Agreement, the Account Control Agreement, the Intercreditor Agreement and the Collateral Supplements is referred to herein as a “Transaction Document”. Each of the Security Agreement, the Account Control Agreement and the Collateral Supplements is referred to herein as a “Security Document”. We have also examined and relied upon such records and statements and certificates of public officials and representatives and officers of the Obligors and other persons as we have deemed necessary as a basis for the opinions expressed below. As to factual matters relevant to our opinions expressed below, we have, without independent investigation, relied upon the foregoing and the representations and warranties made in or pursuant immediately after giving effect to the Transaction Documents. We have not reviewed the dockets Proposed Borrowing, no Default or other records Event of any court, arbitrator or governmental or regulatory body or agency or conducted any other investigation or inquiry or otherwise established or verified any factual matter. In such examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as certified or photostatic copies. We have assumed that the Collateral does not include any Aircraft, Engines or Parts (as such terms are defined in the FAA Act), or Aircraft Objects (as defined in the Cape Town Convention), or leases thereof or other interests therein. Except as expressly opined on by us below, we have assumed, without investigation: (i) the due organization, valid existence and, to the extent applicable, good standing of each party to the Transaction Documents; (ii) that each party to the Transaction Documents Default has requisite power and authority to execute, deliver and perform its obligations under the Transaction Documents to which it is a party; (iii) that each Transaction Document has been duly authorized, executed and delivered by each party thereto; (iv) that each Transaction Document constitutes a valid, binding and enforceable obligation of each party thereto; (v) that the execution, delivery and performance by each party of the Transaction Documents to which it is a party do not contravene such party’s constitutional documents, violate any law, rule or regulation applicable to such party or result in any conflict with or breach of any agreement or instrument to which such party is a party or by which such party is bound; (vi) that each party to the Transaction Documents has obtained or made all consents, approvals, authorizations, filings, registrations, qualifications or recordations with each Governmental Authority required in connection with the execution, delivery and performance of the Transaction Documents; (vii) all applicable filings, registrations, recordations or other actions necessary to perfect as to ownership or security interest (except as set forth herein) including under the Cape Town Convention have been or will be made; (viii) for purposes of the Uniform Commercial Code of the State of New York (the “NYUCC”), Irish Subsidiary Holdco is deemed located in the District of Columbia; and (ix) the accuracy and completeness as of the date hereof of the certificates and other information and statements delivered or made to us by representatives and officers of each Obligor. We have made no investigation or review of any matters relating to the Obligors or any other person or entity other than as expressly described herein. Further, we have made no special investigation of the business operations of the Obligors or any other person or entity for the purpose of identifying laws or regulations to which the Obligors or any other person or entity are subject. With reference particularly to our opinion in paragraph 3 below, we note that our representation of the Obligors is limited to this and similar transactions and that we are not generally familiar with their respective affairs or operations. We have also assumed that: (i) all applicable chattel paper (as such term is defined in Article 9 of the NYUCC) constitutes “tangible chattel paper” within the meaning of Section 9-102 of the NYUCC occurred and is located only in the State of New York and is in the possession of the Collateral Agent; (ii) the Collateral subject to the Lien of the Security Documents exists, and each applicable Obligor has rights in the applicable Collateral and has the power to transfer its rights in the applicable Collateral; (iii) the descriptions of the Collateral contained in, or attached as schedules to, the applicable Security Documents sufficiently describe the Collateral intended to be covered by such Security Documents; (iv) the Collateral does not include any “cooperative interest” or “commercial tort claim” (as such terms are defined in Article 9 of the NYUCC); (v) for purposes of Article 9 of the NY UCC, no statute, regulation or treaty of the United States is applicable to any of the Collateral; (vi) the certificates representing the Pledged Equity Interests (used herein to mean the certificates representing the Pledged Stock and the Pledged Beneficial Interests listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) of Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco and each Pledged Equity Party listed in Annex II to each Collateral Supplement is in the possession of the Collateral Agent, together with duly executed in blank instruments of transfer in respect thereof; and (vii) the instruments representing the Pledged Debt (used herein to mean the Pledged Debt instruments listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) are each in the possession of the Collateral Agent, together with duly executed in blank allonges in respect thereof. Based upon the foregoing and subject to the qualifications and limitations set forth below, we are of the opinion that: 1. Each Transaction Document is a valid and binding obligation of each Obligor party thereto, enforceable against such Obligor in accordance with its termscontinuing. 2. The execution and delivery by each Obligor of the Transaction Documents to which it is a party does not, and the performance by each Obligor of its obligations thereunder will not, cause such Obligor to violate any Generally Applicable Law (defined below). 3. No consent, approval or authorization of, and no filing, registration, qualification or recordation with, United States federal or State of New York governmental authorities pursuant to any Generally Applicable Law is required in connection with the execution and delivery and consummation of the transactions contemplated thereby by any Obligor of the Transaction Documents to which it is a party, other than (a) those that are specified in the Transaction Documents, (b) filings necessary to create, record, perfect or maintain the security interests created by the Security Agreement, (c) those that have been duly obtained, taken or made and (d) in the case of Collateral constituting securities, as may be required in connection with any disposition of such Collateral.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be construed in accordance with and governed by the laws of the State of New York. EXHIBIT D-1A April 12Date: , 2012 To the Addressees Listed on Schedule 1 20 To: HPS Investment Partners, LLC, as Administrative Agent 00 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Attention of Xxxx Xxxxx, Xxxx Xxxxx and Alexey Pazukha E-mail: xxxx.xxxxx@xxxxxxxxxxx.xxx; xxxx.xxxxx@xxxxxxxxxxx.xxx; xxxxxx.xxxxxxx@xxxxxxxxxxx.xxx Ladies and Gentlemen: We have acted Reference is made to the Credit Agreement, dated as New York counsel of October 30, 2020 (as amended, restated, amended and restated, extended, supplemented or otherwise modified from time to International Lease Finance Corporation (“ILFC”) and the other Obligors as defined below in connection with the Term Loan Credit Agreement (time, the “Credit Agreement”) dated as of ), among Mulberry Health Inc., a Delaware corporation (the date hereof among Delos Aircraft Inc. as Borrower (“Borrower”), ILFC, Hyperion Aircraft Inc. (“Parent Holdco”), Apollo Aircraft Inc. (“CA Subsidiary Holdco”), Artemis (Delos) Limited (“Irish Subsidiary Holdco”), the Lenders lenders from time to time party thereto, Bank of America, N.A., as Administrative Agent and Bank of America, N.A., as Collateral Agent thereto (the “Collateral Lenders”) and HPS Investment Partners, LLC, as administrative agent for the Lenders (the “Administrative Agent”). Capitalized terms used herein and but not otherwise defined shall herein have the meanings given assigned to them in the Credit Agreement. The Borrower hereby requests a Borrowing to be made on the terms set forth below: (A) Date of Borrowing, which is a Business Day (such terms date, the “Proposed Borrowing Date”) (B) Principal amount of Borrowing $ (C) Type of Loans1 comprising Borrowing (D) Interest Period and the last day thereof2 (E) Wire instructions for the Borrower’s account: Bank: ABA Routing Transit Number: Account Number: Account Name: FFC: Reference: 1 Specify Eurodollar Rate or ABR. 2 Applicable for Eurodollar Loans only (select from one (1), three (3) or six (6) month Interest Periods). The Borrower represents and warrants that the representations and warranties set forth in Article III of the Credit Agreement and the Security Agreement. This opinion is delivered pursuant to Sections 4.01(e) in each other Loan Document are true and 4.02(d) of the Credit Agreement. In rendering the opinions expressed below, we have examined executed copies of the following documents: (a) Credit Agreement; (b) Term Loan Security Agreement (the “Security Agreement”) dated correct in all material respects on and as of the date hereof among Parent Holdco, Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco, Proposed Borrowing Date with the additional grantors party thereto same effect as though made on and the Collateral Agent; (c) Account Control Agreement (the “Account Control Agreement”) dated as of such date, except to the date hereof among the Securities Intermediary, Borrower and the Collateral Agent; (d) Intercreditor Agreement (the “Intercreditor Agreement”) dated as of the date hereof among Parent Holdco, Borrower, ILFC, CA Subsidiary Holdco, Irish Subsidiary Holdco and the Collateral Agent; (e) Collateral Supplement (the “Irish Collateral Supplement”) dated as of the date hereof between Irish Subsidiary Holdco and the Collateral Agent; and (f) Collateral Supplement (the “California Collateral Supplement” and together with the Irish Collateral Supplement, the “Collateral Supplements”) dated as of the date hereof between CA Subsidiary Holdco and the Collateral Agent. Each of ILFC, Borrower, Parent Holdco, CA Subsidiary Holdco and Irish Subsidiary Holdco is referred to herein as an “Obligor”. Each of the Credit Agreement, the Security Agreement, the Account Control Agreement, the Intercreditor Agreement and the Collateral Supplements is referred to herein as a “Transaction Document”. Each of the Security Agreement, the Account Control Agreement and the Collateral Supplements is referred to herein as a “Security Document”. We have also examined and relied upon extent such records and statements and certificates of public officials and representatives and officers of the Obligors and other persons as we have deemed necessary as a basis for the opinions expressed below. As to factual matters relevant to our opinions expressed below, we have, without independent investigation, relied upon the foregoing and the representations and warranties made in expressly relate to an earlier date. At the time of and immediately after the Proposed Borrowing Date, no Default or pursuant Event of Default has occurred and is continuing. Immediately after giving effect to such Borrowing, the Transaction Documents. We have not reviewed the dockets or other records of any court, arbitrator or governmental or regulatory body or agency or conducted any other investigation or inquiry or otherwise established or verified any factual matter. In such examination, we have assumed the legal capacity aggregate amount of all natural personsLoans made under the Credit Agreement (whether or not outstanding), including the genuineness Loans made as part of all signaturessuch Borrowing, the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as certified or photostatic copies. We have assumed that the Collateral does not include any Aircraft, Engines or Parts (as such terms are defined in exceed the FAA Act), or Aircraft Objects (as defined in the Cape Town Convention), or leases thereof or other interests therein. Except as expressly opined on by us below, we have assumed, without investigation: (i) the due organization, valid existence and, to the extent applicable, good standing of each party to the Transaction Documents; (ii) that each party to the Transaction Documents has requisite power aggregate used and authority to execute, deliver and perform its obligations under the Transaction Documents to which it is a party; (iii) that each Transaction Document has been duly authorized, executed and delivered by each party thereto; (iv) that each Transaction Document constitutes a valid, binding and enforceable obligation of each party thereto; (v) that the execution, delivery and performance by each party unused Commitments of the Transaction Documents to which it is a party do not contravene such party’s constitutional documentsLenders. MULBERRY HEALTH INC., violate any law, rule or regulation applicable to such party or result in any conflict with or breach of any agreement or instrument to which such party is a party or by which such party is bound; (vi) that each party to as the Transaction Documents has obtained or made all consents, approvals, authorizations, filings, registrations, qualifications or recordations with each Governmental Authority required in connection with the execution, delivery and performance of the Transaction Documents; (vii) all applicable filings, registrations, recordations or other actions necessary to perfect as to ownership or security interest (except as set forth herein) including under the Cape Town Convention have been or will be made; (viii) for purposes of the Uniform Commercial Code of the State of New York (the “NYUCC”), Irish Subsidiary Holdco is deemed located in the District of Columbia; and (ix) the accuracy and completeness as of the date hereof of the certificates and other information and statements delivered or made to us by representatives and officers of each Obligor. We have made no investigation or review of any matters relating to the Obligors or any other person or entity other than as expressly described herein. Further, we have made no special investigation of the business operations of the Obligors or any other person or entity for the purpose of identifying laws or regulations to which the Obligors or any other person or entity are subject. With reference particularly to our opinion in paragraph 3 below, we note that our representation of the Obligors is limited to this and similar transactions and that we are not generally familiar with their respective affairs or operations. We have also assumed thatBorrower By: Name: Title: (i) all applicable chattel paper (as such term is defined in Article 9 of the NYUCC) constitutes “tangible chattel paper” within the meaning of Section 9-102 of the NYUCC and is located only in the State of New York and is in the possession of the Collateral Agent; (ii) the Collateral subject to the Lien of the Security Documents exists, and each applicable Obligor has rights in the applicable Collateral and has the power to transfer its rights in the applicable Collateral; (iii) the descriptions of the Collateral contained in, or attached as schedules to, the applicable Security Documents sufficiently describe the Collateral intended to be covered by such Security Documents; (iv) the Collateral does not include any “cooperative interest” or “commercial tort claim” (as such terms are defined in Article 9 of the NYUCC); (v) for purposes of Article 9 of the NY UCC, no statute, regulation or treaty of the United States is applicable to any of the Collateral; (vi) the certificates representing the Pledged Equity Interests (used herein to mean the certificates representing the Pledged Stock and the Pledged Beneficial Interests listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) of Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco and each Pledged Equity Party listed in Annex II to each Collateral Supplement is in the possession of the Collateral Agent, together with duly executed in blank instruments of transfer in respect thereof; and (vii) the instruments representing the Pledged Debt (used herein to mean the Pledged Debt instruments listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) are each in the possession of the Collateral Agent, together with duly executed in blank allonges in respect thereof. Based upon the foregoing and subject to the qualifications and limitations set forth below, we are of the opinion that: ARTICLE I DEFINITIONS 1. Each Transaction Document is a valid and binding obligation of each Obligor party thereto, enforceable against such Obligor in accordance with its terms. 2. The execution and delivery by each Obligor of the Transaction Documents to which it is a party does not, and the performance by each Obligor of its obligations thereunder will not, cause such Obligor to violate any Generally Applicable Law (defined below). 3. No consent, approval or authorization of, and no filing, registration, qualification or recordation with, United States federal or State of New York governmental authorities pursuant to any Generally Applicable Law is required in connection with the execution and delivery and consummation of the transactions contemplated thereby by any Obligor of the Transaction Documents to which it is a party, other than (a) those that are specified in the Transaction Documents, (b) filings necessary to create, record, perfect or maintain the security interests created by the Security Agreement, (c) those that have been duly obtained, taken or made and (d) in the case of Collateral constituting securities, as may be required in connection with any disposition of such Collateral.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts (and by different parties hereto on different counterparts), which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy facsimile or other electronic image scan transmission shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with and governed by with, the laws of the State of New York. EXHIBIT D-1A April 12Mizuho Bank, 2012 To Ltd. as Administrative Agent under the Addressees Listed on Schedule 1 Ladies and GentlemenCredit Agreement referred to below Harborside Financial Center 0000 Xxxxx Xxx Xxxxxx Xxxx, XX 00000 Attention: We have acted as New York counsel Xxxxx Xxxxxxxxx Reference is made to International Lease Finance Corporation (“ILFC”) and the other Obligors as defined below in connection with the Term Loan Credit Agreement dated as of January [2], 2018 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”) dated as of ), among MPLX LP, a Delaware limited partnership (the date hereof among Delos Aircraft Inc. as Borrower (“Borrower”), ILFC, Hyperion Aircraft Inc. (“Parent Holdco”), Apollo Aircraft Inc. (“CA Subsidiary Holdco”), Artemis (Delos) Limited (“Irish Subsidiary Holdco”), the Lenders party theretothereto and Mizuho Bank, Bank of America, N.A.Ltd., as Administrative Agent and Bank of America, N.A., as Collateral Agent (the “Collateral Agent”). Capitalized terms used herein and not otherwise defined shall have the meanings given such terms herein are used herein as defined in the Credit Agreement and the Security Agreement. This opinion is delivered The Borrower hereby gives you notice, irrevocably, pursuant to Sections 4.01(eSection 2.03 of the Credit Agreement that the Borrower hereby requests a Borrowing and, in that connection, sets forth below the information relating to such Borrowing (the “Proposed Borrowing”) and 4.02(d) as required by Section 2.03 of the Credit Agreement. In rendering the opinions expressed below, we have examined executed copies of the following documents: (a) Credit Agreementthe aggregate principal amount of the Proposed Borrowing is $__________;1 (b) Term Loan Security Agreement the date of the Proposed Borrowing is __________, 20__ (the “Security Agreement”) dated as of the date hereof among Parent Holdco, Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco, the additional grantors party thereto and the Collateral Agent; (c) Account Control Agreement (the “Account Control Agreement”) dated as of the date hereof among the Securities Intermediary, Borrower and the Collateral Agent; (d) Intercreditor Agreement (the “Intercreditor Agreement”) dated as of the date hereof among Parent Holdco, Borrower, ILFC, CA Subsidiary Holdco, Irish Subsidiary Holdco and the Collateral Agent; (e) Collateral Supplement (the “Irish Collateral Supplement”) dated as of the date hereof between Irish Subsidiary Holdco and the Collateral Agent; and (f) Collateral Supplement (the “California Collateral Supplement” and together with the Irish Collateral Supplement, the “Collateral Supplements”) dated as of the date hereof between CA Subsidiary Holdco and the Collateral Agent. Each of ILFC, Borrower, Parent Holdco, CA Subsidiary Holdco and Irish Subsidiary Holdco is referred to herein as an “Obligor”. Each of the Credit Agreement, the Security Agreement, the Account Control Agreement, the Intercreditor Agreement and the Collateral Supplements is referred to herein as a “Transaction Document”. Each of the Security Agreement, the Account Control Agreement and the Collateral Supplements is referred to herein as a “Security Document”. We have also examined and relied upon such records and statements and certificates of public officials and representatives and officers of the Obligors and other persons as we have deemed necessary as a basis for the opinions expressed below. As to factual matters relevant to our opinions expressed below, we have, without independent investigation, relied upon the foregoing and the representations and warranties made in or pursuant to the Transaction Documents. We have not reviewed the dockets or other records of any court, arbitrator or governmental or regulatory body or agency or conducted any other investigation or inquiry or otherwise established or verified any factual matter. In such examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as certified or photostatic copies. We have assumed that the Collateral does not include any Aircraft, Engines or Parts (as such terms are defined in the FAA Act), or Aircraft Objects (as defined in the Cape Town Convention), or leases thereof or other interests therein. Except as expressly opined on by us below, we have assumed, without investigation: (i) the due organization, valid existence and, to the extent applicable, good standing of each party to the Transaction Documents; (ii) that each party to the Transaction Documents has requisite power and authority to execute, deliver and perform its obligations under the Transaction Documents to which it is a party; (iii) that each Transaction Document has been duly authorized, executed and delivered by each party thereto; (iv) that each Transaction Document constitutes a valid, binding and enforceable obligation of each party thereto; (v) that the execution, delivery and performance by each party of the Transaction Documents to which it is a party do not contravene such party’s constitutional documents, violate any law, rule or regulation applicable to such party or result in any conflict with or breach of any agreement or instrument to which such party is a party or by which such party is bound; (vi) that each party to the Transaction Documents has obtained or made all consents, approvals, authorizations, filings, registrations, qualifications or recordations with each Governmental Authority required in connection with the execution, delivery and performance of the Transaction Documents; (vii) all applicable filings, registrations, recordations or other actions necessary to perfect as to ownership or security interest (except as set forth herein) including under the Cape Town Convention have been or will be made; (viii) for purposes of the Uniform Commercial Code of the State of New York (the “NYUCC”), Irish Subsidiary Holdco is deemed located in the District of Columbia; and (ix) the accuracy and completeness as of the date hereof of the certificates and other information and statements delivered or made to us by representatives and officers of each Obligor. We have made no investigation or review of any matters relating to the Obligors or any other person or entity other than as expressly described herein. Further, we have made no special investigation of the business operations of the Obligors or any other person or entity for the purpose of identifying laws or regulations to which the Obligors or any other person or entity are subject. With reference particularly to our opinion in paragraph 3 below, we note that our representation of the Obligors is limited to this and similar transactions and that we are not generally familiar with their respective affairs or operations. We have also assumed that: (i) all applicable chattel paper (as such term is defined in Article 9 of the NYUCC) constitutes “tangible chattel paper” within the meaning of Section 9-102 of the NYUCC and is located only in the State of New York and is in the possession of the Collateral Agent; (ii) the Collateral subject to the Lien of the Security Documents exists, and each applicable Obligor has rights in the applicable Collateral and has the power to transfer its rights in the applicable Collateral; (iii) the descriptions of the Collateral contained in, or attached as schedules to, the applicable Security Documents sufficiently describe the Collateral intended to be covered by such Security Documents; (iv) the Collateral does not include any “cooperative interest” or “commercial tort claim” (as such terms are defined in Article 9 of the NYUCC); (v) for purposes of Article 9 of the NY UCC, no statute, regulation or treaty of the United States is applicable to any of the Collateral; (vi) the certificates representing the Pledged Equity Interests (used herein to mean the certificates representing the Pledged Stock and the Pledged Beneficial Interests listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) of Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco and each Pledged Equity Party listed in Annex II to each Collateral Supplement is in the possession of the Collateral Agent, together with duly executed in blank instruments of transfer in respect thereof; and (vii) the instruments representing the Pledged Debt (used herein to mean the Pledged Debt instruments listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) are each in the possession of the Collateral Agent, together with duly executed in blank allonges in respect thereof. Based upon the foregoing and subject to the qualifications and limitations set forth below, we are of the opinion that: 1. Each Transaction Document is a valid and binding obligation of each Obligor party thereto, enforceable against such Obligor in accordance with its terms. 2. The execution and delivery by each Obligor of the Transaction Documents to which it is a party does not, and the performance by each Obligor of its obligations thereunder will not, cause such Obligor to violate any Generally Applicable Law (defined below). 3. No consent, approval or authorization of, and no filing, registration, qualification or recordation with, United States federal or State of New York governmental authorities pursuant to any Generally Applicable Law is required in connection with the execution and delivery and consummation of the transactions contemplated thereby by any Obligor of the Transaction Documents to which it is a party, other than (a) those that are specified in the Transaction Documents, (b) filings necessary to create, record, perfect or maintain the security interests created by the Security Agreement, (c) those that have been duly obtained, taken or made and (d) in the case of Collateral constituting securities, as may be required in connection with any disposition of such Collateral.Funding Date”);2

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with and governed by the laws of the State of New York. EXHIBIT D-1A April 12, 2012 To the Addressees Listed on Schedule 1 Ladies and Gentlemen: We have acted as New York counsel to International Lease Finance Corporation (“ILFC”) and the other Obligors as defined below in connection with the Term Loan Credit Agreement (the “Credit Agreement”) dated as of the date hereof among Delos Aircraft Inc. as Borrower (“Borrower”), ILFC, Hyperion Aircraft Inc. (“Parent Holdco”), Apollo Aircraft Inc. (“CA Subsidiary Holdco”), Artemis (Delos) Limited (“Irish Subsidiary Holdco”)with, the Lenders party thereto, Bank of America, N.A., as Administrative Agent and Bank of America, N.A., as Collateral Agent (the “Collateral Agent”). Capitalized terms used herein and not otherwise defined shall have the meanings given such terms in the Credit Agreement and the Security Agreement. This opinion is delivered pursuant to Sections 4.01(e) and 4.02(d) of the Credit Agreement. In rendering the opinions expressed below, we have examined executed copies of the following documents: (a) Credit Agreement; (b) Term Loan Security Agreement (the “Security Agreement”) dated as of the date hereof among Parent Holdco, Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco, the additional grantors party thereto and the Collateral Agent; (c) Account Control Agreement (the “Account Control Agreement”) dated as of the date hereof among the Securities Intermediary, Borrower and the Collateral Agent; (d) Intercreditor Agreement (the “Intercreditor Agreement”) dated as of the date hereof among Parent Holdco, Borrower, ILFC, CA Subsidiary Holdco, Irish Subsidiary Holdco and the Collateral Agent; (e) Collateral Supplement (the “Irish Collateral Supplement”) dated as of the date hereof between Irish Subsidiary Holdco and the Collateral Agent; and (f) Collateral Supplement (the “California Collateral Supplement” and together with the Irish Collateral Supplement, the “Collateral Supplements”) dated as of the date hereof between CA Subsidiary Holdco and the Collateral Agent. Each of ILFC, Borrower, Parent Holdco, CA Subsidiary Holdco and Irish Subsidiary Holdco is referred to herein as an “Obligor”. Each of the Credit Agreement, the Security Agreement, the Account Control Agreement, the Intercreditor Agreement and the Collateral Supplements is referred to herein as a “Transaction Document”. Each of the Security Agreement, the Account Control Agreement and the Collateral Supplements is referred to herein as a “Security Document”. We have also examined and relied upon such records and statements and certificates of public officials and representatives and officers of the Obligors and other persons as we have deemed necessary as a basis for the opinions expressed below. As to factual matters relevant to our opinions expressed below, we have, without independent investigation, relied upon the foregoing and the representations and warranties made in or pursuant to the Transaction Documents. We have not reviewed the dockets or other records of any court, arbitrator or governmental or regulatory body or agency or conducted any other investigation or inquiry or otherwise established or verified any factual matter. In such examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as certified or photostatic copies. We have assumed that the Collateral does not include any Aircraft, Engines or Parts (as such terms are defined in the FAA Act), or Aircraft Objects (as defined in the Cape Town Convention), or leases thereof or other interests therein. Except as expressly opined on by us below, we have assumed, without investigation: (i) the due organization, valid existence and, to the extent applicable, good standing of each party to the Transaction Documents; (ii) that each party to the Transaction Documents has requisite power and authority to execute, deliver and perform its obligations under the Transaction Documents to which it is a party; (iii) that each Transaction Document has been duly authorized, executed and delivered by each party thereto; (iv) that each Transaction Document constitutes a valid, binding and enforceable obligation of each party thereto; (v) that the execution, delivery and performance by each party of the Transaction Documents to which it is a party do not contravene such party’s constitutional documents, violate any law, rule or regulation applicable to such party or result in any conflict with or breach of any agreement or instrument to which such party is a party or by which such party is bound; (vi) that each party to the Transaction Documents has obtained or made all consents, approvals, authorizations, filings, registrations, qualifications or recordations with each Governmental Authority required in connection with the execution, delivery and performance of the Transaction Documents; (vii) all applicable filings, registrations, recordations or other actions necessary to perfect as to ownership or security interest (except as set forth herein) including under the Cape Town Convention have been or will be made; (viii) for purposes of the Uniform Commercial Code law of the State of New York without reference to its conflict of laws other than Section 5-1401 of the New York General Obligations Law. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. Exhibit B-7 Exhibits to TLA Credit Agreement See attached. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. ACCOUNT PARTY: Sunrun Aurora Portfolio 2014-A, LLC 000 Xxxxxx Xx., 00xx Xxxxx Xxx Xxxxxxxxx, XX 00000 Attn: General Counsel BENEFICIARY: OneWest Bank N.A. as Collateral Agent 0000 Xxxxxxxx Xxx., Xxxxx 000 Xxxxx Xxxxxx, XX 00000 Attn: Xxxxxxx Xxxx / Xxxxxxx Xxxxx Dear Beneficiary: At the request of and for the account of Sunrun Aurora Portfolio 2014-A, LLC, a Delaware limited liability company (the “NYUCCAccount Party”), Irish Subsidiary Holdco is deemed located we, KeyBank National Association (“KeyBank”), hereby establish in the District of Columbia; and (ix) the accuracy and completeness your favor, pursuant to that certain Credit Agreement, dated as of December 31, 2014 (as amended, restated, amended and restated, or otherwise modified, supplemented or replaced, the date hereof of “Credit Agreement”), by and among the certificates Account Party, the financial institutions from time to time party thereto as lenders (collectively, the “Lenders”), and other information and statements delivered or made to us by representatives and officers of each Obligor. We have made no investigation or review of any matters relating to the Obligors or any other person or entity other than Investec Bank plc, as expressly described herein. Further, we have made no special investigation of the business operations of the Obligors or any other person or entity Administrative Agent for the purpose Lenders (in such capacity, together with its successors and permitted assigns, the “Administrative Agent”), our Irrevocable Transferable Standby Letter of identifying laws or regulations to which the Obligors or any other person or entity are subjectCredit No. With reference particularly to our opinion in paragraph 3 below[ ] (this “Letter of Credit”) whereby, we note that our representation of the Obligors is limited to this and similar transactions and that we are not generally familiar with their respective affairs or operations. We have also assumed that: (i) all applicable chattel paper (as such term is defined in Article 9 of the NYUCC) constitutes “tangible chattel paper” within the meaning of Section 9-102 of the NYUCC and is located only in the State of New York and is in the possession of the Collateral Agent; (ii) the Collateral subject to the Lien terms and conditions contained herein, you are hereby irrevocably authorized to draw on KeyBank National Association, by your draft or drafts at sight, up to an aggregate amount not to exceed the Dollar amount for the relevant time period set forth on Schedule 1 hereto, which amount shall not exceed $7,900,000.00 (Seven Million Nine Hundred Thousand and 00/100 United States Dollars) (such amount, as it may be reduced in accordance with the terms hereof, the “Stated Amount”). This Letter of Credit shall be effective immediately and shall expire on the Expiration Date (as hereinafter defined). Partial drawings on this Letter of Credit are permitted up to the Stated Amount available for drawing for the relevant period as set forth on Schedule 1, attached hereto. The Stated Amount available for drawing under this Letter of Credit shall be immediately reduced by the amount of any paid drawing hereunder. You may draw upon this Letter of Credit at any time on or prior to the Expiration Date by presenting (a) a sight draft in the form of Exhibit A (a “Sight Draft”), appropriately completed and executed by your authorized officer and (b) a certificate in the form of Exhibit B (a “Certificate”), appropriately completed and executed by your authorized officer. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. Presentation of any Sight Draft and Certificate shall be made at our office located at KeyBank National Association, Standby Letter of Credit Services, Mail Code: OH-01-49-1003, 0000 Xxxxxxxx Xxxx, Cleveland, Ohio 44144-2302. We hereby agree with you that any Sight Draft and Certificate drawn under and in compliance with the terms of this Letter of Credit shall be duly honored by us upon delivery, if presented on or before our close of business on the Expiration Date at our office specified above. Provided that a compliant drawing is presented by 12:00 p.m., Eastern Standard time, on any Business Day, payment shall be made to you of the Security Documents exists, and each applicable Obligor has rights amount specified in the applicable Collateral and has Sight Draft, not to exceed the power to transfer its rights Stated Amount, in immediately available funds, not later than 11:00 a.m., Eastern Standard time, on the applicable Collateral; (iii) second following Business Day. A compliant drawing presented after 12:00 p.m, Eastern Standard time on any Business Day, will be paid on the descriptions of the Collateral contained in, or attached as schedules to, the applicable Security Documents sufficiently describe the Collateral intended to be covered by such Security Documents; (iv) the Collateral does not include any “cooperative interest” or “commercial tort claim” (as such terms are defined in Article 9 of the NYUCC); (v) for purposes of Article 9 of the NY UCC, no statute, regulation or treaty of the United States is applicable to any of the Collateral; (vi) the certificates representing the Pledged Equity Interests (used herein to mean the certificates representing the Pledged Stock and the Pledged Beneficial Interests listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) of Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco and each Pledged Equity Party listed in Annex II to each Collateral Supplement is in the possession of the Collateral Agent, together with duly executed in blank instruments of transfer in respect thereof; and (vii) the instruments representing the Pledged Debt (used herein to mean the Pledged Debt instruments listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) are each in the possession of the Collateral Agent, together with duly executed in blank allonges in respect thereof. Based upon the foregoing and subject to the qualifications and limitations set forth below, we are of the opinion that: 1. Each Transaction Document is a valid and binding obligation of each Obligor party thereto, enforceable against such Obligor in accordance with its termsthird following Business Day. 2. The execution and delivery by each Obligor of the Transaction Documents to which it is a party does not, and the performance by each Obligor of its obligations thereunder will not, cause such Obligor to violate any Generally Applicable Law (defined below). 3. No consent, approval or authorization of, and no filing, registration, qualification or recordation with, United States federal or State of New York governmental authorities pursuant to any Generally Applicable Law is required in connection with the execution and delivery and consummation of the transactions contemplated thereby by any Obligor of the Transaction Documents to which it is a party, other than (a) those that are specified in the Transaction Documents, (b) filings necessary to create, record, perfect or maintain the security interests created by the Security Agreement, (c) those that have been duly obtained, taken or made and (d) in the case of Collateral constituting securities, as may be required in connection with any disposition of such Collateral.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy any Electronic System shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with and governed by with, the laws law of the State of New York. EXHIBIT D-1A April 12This COUNTERPART AGREEMENT, 2012 To the Addressees Listed on Schedule 1 Ladies and Gentlemen: We have acted as New York counsel to International Lease Finance Corporation dated [ ] (this “ILFCCounterpart Agreement”) and the other Obligors is delivered pursuant to that certain Credit Agreement, dated as defined below in connection with the Term Loan Credit Agreement of March 8, 2016 (as it may be amended, supplemented, restated or otherwise modified from time to time, the “Credit Agreement”) dated ; the terms defined therein and not otherwise defined herein being used herein as of the date hereof among Delos Aircraft Inc. as Borrower (“Borrower”therein defined), ILFCby and among Xxxxxxx Xxxxxxxx Energy, Hyperion Aircraft Inc. (“Parent Holdco”)Inc., Apollo Aircraft Inc. (“CA Subsidiary Holdco”)as Borrower, Artemis (Delos) Limited (“Irish Subsidiary Holdco”)certain Subsidiaries of Borrower, as Guarantors, the Lenders party thereto, Bank of Americaand Wilmington Trust, N.A.National Association, as Administrative Agent and Bank of America, N.A., as Collateral Agent (the “Collateral Administrative Agent”). Section 1. Capitalized terms used herein and not otherwise defined shall have the meanings given such terms in the Credit Agreement and the Security Agreement. This opinion is delivered pursuant Pursuant to Sections 4.01(e) and 4.02(d) of the Credit Agreement. In rendering the opinions expressed below, we have examined executed copies of the following documents: (a) Credit Agreement; (b) Term Loan Security Agreement (the “Security Agreement”) dated as of the date hereof among Parent Holdco, Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco, the additional grantors party thereto and the Collateral Agent; (c) Account Control Agreement (the “Account Control Agreement”) dated as of the date hereof among the Securities Intermediary, Borrower and the Collateral Agent; (d) Intercreditor Agreement (the “Intercreditor Agreement”) dated as of the date hereof among Parent Holdco, Borrower, ILFC, CA Subsidiary Holdco, Irish Subsidiary Holdco and the Collateral Agent; (e) Collateral Supplement (the “Irish Collateral Supplement”) dated as of the date hereof between Irish Subsidiary Holdco and the Collateral Agent; and (f) Collateral Supplement (the “California Collateral Supplement” and together with the Irish Collateral Supplement, the “Collateral Supplements”) dated as of the date hereof between CA Subsidiary Holdco and the Collateral Agent. Each of ILFC, Borrower, Parent Holdco, CA Subsidiary Holdco and Irish Subsidiary Holdco is referred to herein as an “Obligor”. Each Section 6.14 of the Credit Agreement, the Security Agreementundersigned hereby: (a) agrees that this Counterpart Agreement may be attached to the Credit Agreement and that by the execution and delivery hereof, the Account Control Agreement, undersigned becomes a Guarantor under the Intercreditor Credit Agreement and agrees to be bound by all of the Collateral Supplements terms thereof; (b) represents and warrants that each of the representations and warranties set forth in the Credit Agreement and each other Loan Document and applicable to the undersigned is referred true and correct in all material respects both before and after giving effect to herein this Counterpart Agreement (other than those representations and warranties that are subject to a materiality qualifier, in which case such representations and warranties shall be true and correct in all respects), except to the extent that any such representation and warranty relates solely to any earlier date, in which case such representation and warranty is true and correct in all material respect as of such earlier date (other than those representations and warranties that are subject to a “Transaction Document”. Each materiality qualifier, in which case such representations and warranties shall be true and correct in all respects as of such earlier date), if applicable to the undersigned; (c) certifies that no Default has occurred or is continuing as of the date hereof, or will result from the transactions contemplated hereby on the date hereof; (d) agrees to irrevocably and unconditionally guaranty the due and punctual payment in full of all Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)) and in accordance with Article VIII of the Credit Agreement; and (e) (i) agrees that this counterpart may also be attached to the Security Agreement, the Account Control Agreement and the Collateral Supplements is referred to herein as a “Security Document”. We have also examined and relied upon such records and statements and certificates of public officials and representatives and officers of the Obligors and other persons as we have deemed necessary as a basis for the opinions expressed below. As to factual matters relevant to our opinions expressed below, we have, without independent investigation, relied upon the foregoing and the representations and warranties made in or pursuant to the Transaction Documents. We have not reviewed the dockets or other records of any court, arbitrator or governmental or regulatory body or agency or conducted any other investigation or inquiry or otherwise established or verified any factual matter. In such examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as certified or photostatic copies. We have assumed that the Collateral does not include any Aircraft, Engines or Parts (as such terms are defined in the FAA Act), or Aircraft Objects (as defined in the Cape Town Convention), or leases thereof or other interests therein. Except as expressly opined on by us below, we have assumed, without investigation: (i) the due organization, valid existence and, to the extent applicable, good standing of each party to the Transaction Documents; (ii) agrees that each party to the Transaction Documents has requisite power undersigned will comply with all the terms and authority to executeconditions of the Security Agreement as if it were an original signatory thereto, deliver and perform its obligations under the Transaction Documents to which it is a party; (iii) that each Transaction Document has been duly authorized, executed and delivered by each party thereto; (iv) that each Transaction Document constitutes grants to the Administrative Agent a valid, binding and enforceable obligation of each party thereto; (v) that the execution, delivery and performance by each party security interest in all of the Transaction Documents undersigned’s right, title and interest in and to which it is a party do not contravene such party’s constitutional documents, violate any law, rule or regulation applicable to such party or result in any conflict with or breach of any agreement or instrument to which such party is a party or by which such party is bound; (vi) that each party to the Transaction Documents has obtained or made all consents, approvals, authorizations, filings, registrations, qualifications or recordations with each Governmental Authority required in connection with the execution, delivery and performance of the Transaction Documents; (vii) all applicable filings, registrations, recordations or other actions necessary to perfect as to ownership or security interest (except as set forth herein) including under the Cape Town Convention have been or will be made; (viii) for purposes of the Uniform Commercial Code of the State of New York (the “NYUCC”), Irish Subsidiary Holdco is deemed located in the District of Columbia; and (ix) the accuracy and completeness as of the date hereof of the certificates and other information and statements delivered or made to us by representatives and officers of each Obligor. We have made no investigation or review of any matters relating to the Obligors or any other person or entity other than as expressly described herein. Further, we have made no special investigation of the business operations of the Obligors or any other person or entity for the purpose of identifying laws or regulations to which the Obligors or any other person or entity are subject. With reference particularly to our opinion in paragraph 3 below, we note that our representation of the Obligors is limited to this and similar transactions and that we are not generally familiar with their respective affairs or operations. We have also assumed that: (i) all applicable chattel paper Collateral” (as such term is defined in Article 9 the Security Agreement) of the NYUCCundersigned, in each case whether now or hereafter existing or in which the undersigned now has or hereafter acquires an interest and wherever the same may be located and (iv) constitutes “tangible chattel paper” within delivers to the meaning of Section 9-102 Administrative Agent supplements to all schedules attached to the Security Agreement. All such Collateral shall be deemed to be part of the NYUCC “Collateral” and is located only in the State of New York and is in the possession hereafter subject to each of the Collateral Agent; (ii) the Collateral subject to the Lien terms and conditions of the Security Documents exists, and each applicable Obligor has rights in the applicable Collateral and has the power to transfer its rights in the applicable Collateral; (iii) the descriptions of the Collateral contained in, or attached as schedules to, the applicable Security Documents sufficiently describe the Collateral intended to be covered by such Security Documents; (iv) the Collateral does not include any “cooperative interest” or “commercial tort claim” (as such terms are defined in Article 9 of the NYUCC); (v) for purposes of Article 9 of the NY UCC, no statute, regulation or treaty of the United States is applicable to any of the Collateral; (vi) the certificates representing the Pledged Equity Interests (used herein to mean the certificates representing the Pledged Stock and the Pledged Beneficial Interests listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) of Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco and each Pledged Equity Party listed in Annex II to each Collateral Supplement is in the possession of the Collateral Agent, together with duly executed in blank instruments of transfer in respect thereof; and (vii) the instruments representing the Pledged Debt (used herein to mean the Pledged Debt instruments listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) are each in the possession of the Collateral Agent, together with duly executed in blank allonges in respect thereof. Based upon the foregoing and subject to the qualifications and limitations set forth below, we are of the opinion that: 1. Each Transaction Document is a valid and binding obligation of each Obligor party thereto, enforceable against such Obligor in accordance with its termsAgreement. Section 2. The execution and delivery by each Obligor undersigned agrees from time to time, upon request of the Transaction Documents Administrative Agent, to which it is a party does not, take such additional actions and to execute and deliver such additional documents and instruments as the performance by each Obligor of its obligations thereunder will not, cause such Obligor Administrative Agent may reasonably request to violate any Generally Applicable Law (defined below). 3. No consent, approval or authorization of, and no filing, registration, qualification or recordation with, United States federal or State of New York governmental authorities pursuant to any Generally Applicable Law is required in connection with the execution and delivery and consummation of effect the transactions contemplated thereby by, and to carry out the intent of, this Counterpart Agreement. Neither this Counterpart Agreement nor any term hereof may be changed, waived, discharged or terminated, except by an instrument in writing signed by the party (including, if applicable, any Obligor party required to evidence its consent to or acceptance of this Counterpart Agreement) against whom enforcement of such change, waiver, discharge or termination is sought. Any notice or other communication herein required or permitted to be given shall be given pursuant to Section 11.01 of the Transaction Documents to which it is a party, other than (a) those that are specified in the Transaction Documents, (b) filings necessary to create, record, perfect or maintain the security interests created by the Security Credit Agreement, (c) those that have been duly obtainedand for all purposes thereof, taken the notice address of the undersigned shall be the address as set forth on the signature page hereof. In case any provision in or made obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and (d) in enforceability of the case of Collateral constituting securitiesremaining provisions or obligations, as may be required in connection with any disposition or of such Collateralprovision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF.

General Provisions. This Affiliated Lender Assignment and Assumption Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Affiliated Lender Assignment and Assumption Acceptance may be executed in any number of counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original but all of which when taken together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Affiliated Lender Assignment and Assumption Acceptance by telecopy shall be as effective as delivery of a manually executed counterpart of this Affiliated Lender Assignment and AssumptionAcceptance. This Affiliated Lender Assignment and Assumption Acceptance shall be governed by, and construed in accordance with and governed by with, the laws of the State of New York. EXHIBIT D-1A April 12Date: , 2012 To the Addressees Listed on Schedule 1 To: Credit Suisse AG, Cayman Islands Branch, as Administrative Agent Credit Suisse AG, Cayman Islands Branch Eleven Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attn: Agency Manager Fax: 000-000-0000 Email: xxxxxx.xxxxxxx@xxxxxx-xxxxxx.xxx Ladies and Gentlemen: We have acted Reference is made to that certain Credit Agreement, dated as New York counsel of November 14, 2018 (as amended, supplemented or otherwise modified from time to International Lease Finance Corporation (“ILFC”) and the other Obligors as defined below in connection with the Term Loan Credit Agreement (time, the “Credit Agreement”) dated as of ), among AssetMark Financial Holdings, Inc., a Delaware corporation (the date hereof among Delos Aircraft Inc. as Borrower (“Borrower”), ILFCAssetMark Holdings LLC, Hyperion Aircraft Inc. (“Parent Holdco”), Apollo Aircraft Inc. (“CA Subsidiary Holdco”), Artemis (Delos) Limited (“Irish Subsidiary Holdco”)a Delaware limited liability company, the Lenders from time to time party theretothereto and Credit Suisse AG, Bank of America, N.A.Cayman Islands Branch, as the Administrative Agent and Bank of America, N.A., as Collateral Agent (the “Collateral Agent”). Capitalized terms used herein and not otherwise defined shall have the meanings given such terms meaning assigned thereto in the Credit Agreement and the Security Agreement. This opinion is delivered pursuant to Sections 4.01(e) and 4.02(d) of the Credit Agreement. In rendering the opinions expressed below, we have examined executed copies of the following documents: (a) Credit Agreement; (b) Term Loan Security Agreement (the “Security Agreement”) dated as of the date hereof among Parent Holdco, Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco, the additional grantors party thereto and the Collateral Agent; (c) Account Control Agreement (the “Account Control Agreement”) dated as of the date hereof among the Securities Intermediary, Borrower and the Collateral Agent; (d) Intercreditor Agreement (the “Intercreditor Agreement”) dated as of the date hereof among Parent Holdco, Borrower, ILFC, CA Subsidiary Holdco, Irish Subsidiary Holdco and the Collateral Agent; (e) Collateral Supplement (the “Irish Collateral Supplement”) dated as of the date hereof between Irish Subsidiary Holdco and the Collateral Agent; and (f) Collateral Supplement (the “California Collateral Supplement” and together with the Irish Collateral Supplement, the “Collateral Supplements”) dated as of the date hereof between CA Subsidiary Holdco and the Collateral Agent. Each of ILFC, Borrower, Parent Holdco, CA Subsidiary Holdco and Irish Subsidiary Holdco is referred Pursuant to herein as an “Obligor”. Each Section 2.03 of the Credit Agreement, the Security Agreement, the Account Control Agreement, the Intercreditor Agreement and the Collateral Supplements is referred to herein as undersigned hereby requests a “Transaction Document”. Each of the Security Agreement, the Account Control Agreement and the Collateral Supplements is referred to herein as a “Security Document”. We have also examined and relied upon such records and statements and certificates of public officials and representatives and officers of the Obligors and other persons as we have deemed necessary as a basis for the opinions expressed below. As to factual matters relevant to our opinions expressed below, we have, without independent investigation, relied upon the foregoing and the representations and warranties made in or pursuant to the Transaction Documents. We have not reviewed the dockets or other records of any court, arbitrator or governmental or regulatory body or agency or conducted any other investigation or inquiry or otherwise established or verified any factual matter. In such examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as certified or photostatic copies. We have assumed that the Collateral does not include any Aircraft, Engines or Parts (as such terms are defined in the FAA Act), or Aircraft Objects (as defined in the Cape Town Convention), or leases thereof or other interests therein. Except as expressly opined on by us below, we have assumed, without investigation: (i) the due organization, valid existence and, to the extent applicable, good standing of each party to the Transaction Documents; (ii) that each party to the Transaction Documents has requisite power and authority to execute, deliver and perform its obligations Borrowing under the Transaction Documents to which it is a party; (iii) that each Transaction Document has been duly authorized, executed and delivered by each party thereto; (iv) that each Transaction Document constitutes a valid, binding and enforceable obligation of each party thereto; (v) that Credit Agreement on the execution, delivery and performance by each party of the Transaction Documents to which it is a party do not contravene such party’s constitutional documents, violate any law, rule or regulation applicable to such party or result in any conflict with or breach of any agreement or instrument to which such party is a party or by which such party is bound; (vi) that each party to the Transaction Documents has obtained or made all consents, approvals, authorizations, filings, registrations, qualifications or recordations with each Governmental Authority required in connection with the execution, delivery and performance of the Transaction Documents; (vii) all applicable filings, registrations, recordations or other actions necessary to perfect as to ownership or security interest (except as set forth herein) including under the Cape Town Convention have been or will be made; (viii) for purposes of the Uniform Commercial Code of the State of New York (the “NYUCC”), Irish Subsidiary Holdco is deemed located in the District of Columbia; and (ix) the accuracy and completeness as of the date hereof of the certificates and other information and statements delivered or made to us by representatives and officers of each Obligor. We have made no investigation or review of any matters relating to the Obligors or any other person or entity other than as expressly described herein. Further, we have made no special investigation of the business operations of the Obligors or any other person or entity for the purpose of identifying laws or regulations to which the Obligors or any other person or entity are subject. With reference particularly to our opinion in paragraph 3 below, we note that our representation of the Obligors is limited to this and similar transactions and that we are not generally familiar with their respective affairs or operations. We have also assumed that: (i) all applicable chattel paper (as such term is defined in Article 9 of the NYUCC) constitutes “tangible chattel paper” within the meaning of Section 9-102 of the NYUCC and is located only in the State of New York and is in the possession of the Collateral Agent; (ii) the Collateral subject to the Lien of the Security Documents exists, and each applicable Obligor has rights in the applicable Collateral and has the power to transfer its rights in the applicable Collateral; (iii) the descriptions of the Collateral contained in, or attached as schedules to, the applicable Security Documents sufficiently describe the Collateral intended to be covered by such Security Documents; (iv) the Collateral does not include any “cooperative interest” or “commercial tort claim” (as such terms are defined in Article 9 of the NYUCC); (v) for purposes of Article 9 of the NY UCC, no statute, regulation or treaty of the United States is applicable to any of the Collateral; (vi) the certificates representing the Pledged Equity Interests (used herein to mean the certificates representing the Pledged Stock and the Pledged Beneficial Interests listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) of Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco and each Pledged Equity Party listed in Annex II to each Collateral Supplement is in the possession of the Collateral Agent, together with duly executed in blank instruments of transfer in respect thereof; and (vii) the instruments representing the Pledged Debt (used herein to mean the Pledged Debt instruments listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) are each in the possession of the Collateral Agent, together with duly executed in blank allonges in respect thereof. Based upon the foregoing and subject to the qualifications and limitations set forth below, we are of the opinion that: 1. Each Transaction Document is a valid and binding obligation Type of each Obligor party thereto, enforceable against such Obligor in accordance with its terms.Borrowing: .2 2. The execution and delivery by each Obligor Date of the Transaction Documents to which it is a party does not, and the performance by each Obligor of its obligations thereunder will not, cause such Obligor to violate any Generally Applicable Law (defined below).Borrowing: .3 3. No consent, approval or authorization of, Account Number and no filing, registration, qualification or recordation with, United States federal or State of New York governmental authorities pursuant to any Generally Applicable Law is required in connection with the execution and delivery and consummation of the transactions contemplated thereby by any Obligor of the Transaction Documents to which it is a party, other than (a) those that are specified in the Transaction Documents, (b) filings necessary to create, record, perfect or maintain the security interests created by the Security Agreement, (c) those that have been duly obtained, taken or made and (d) in the case of Collateral constituting securities, as may be required in connection with any disposition of such CollateralLocation: .

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by email or telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with and governed by with, the laws law of the State of New York. EXHIBIT D-1A April 12[Closing Date] To each of the Banks parties to the Credit Agreement referred to below and to JPMorgan Chase Bank, 2012 To the Addressees Listed on Schedule 1 N.A., as Administrative Agent Ladies and Gentlemen: We have acted as New York counsel This opinion is furnished to International Lease Finance Corporation (“ILFC”you pursuant to subsection 4.1(c) and of the other Obligors as defined below in connection with the Term Loan $2,500,000,000 2018 Credit Agreement dated as of February 25, 2013 (the “Credit Agreement”) dated as of among Deere & Company (the date hereof among Delos Aircraft Inc. as Borrower (“BorrowerCompany”), ILFCXxxx Deere Capital Corporation (the “Capital Corporation” and, Hyperion Aircraft Inc. (“Parent Holdco”), Apollo Aircraft Inc. (“CA Subsidiary Holdco”), Artemis (Delos) Limited (“Irish Subsidiary Holdco”)together with the Company, the Lenders party “U.S. Borrowers”) and Xxxx Deere Bank S.A., the Banks parties thereto, Bank of AmericaJPMorgan Chase Bank, N.A., as Administrative Agent Agent, Citibank, N.A. and Deutsche Bank Securities Inc., as Documentation Agents, and Bank of America, N.A., as Collateral Agent (the “Collateral Syndication Agent”). Capitalized terms used herein and not otherwise Terms defined shall have the meanings given such terms in the Credit Agreement are used herein as therein defined. I am General Counsel of the Company and have acted as counsel for the Capital Corporation in this matter. I am familiar with the corporate history and organization of each U.S. Borrower and of its Subsidiaries and the Security Agreement. This opinion is delivered pursuant proceedings relating to Sections 4.01(e) the authorization, execution and 4.02(d) delivery by each U.S. Borrower of the Credit Agreement. In rendering the opinions expressed below, we that connection I have examined executed copies of the following documentsor caused to have examined: (a) 1. The Credit Agreement; (b) Term Loan Security Agreement (the “Security Agreement”) dated as 2. The documents furnished by each of the date hereof among Parent Holdco, Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco, the additional grantors party thereto and the Collateral Agent; (c) Account Control Agreement (the “Account Control Agreement”) dated as of the date hereof among the Securities Intermediary, Borrower and the Collateral Agent; (d) Intercreditor Agreement (the “Intercreditor Agreement”) dated as of the date hereof among Parent Holdco, Borrower, ILFC, CA Subsidiary Holdco, Irish Subsidiary Holdco and the Collateral Agent; (e) Collateral Supplement (the “Irish Collateral Supplement”) dated as of the date hereof between Irish Subsidiary Holdco and the Collateral Agent; and (f) Collateral Supplement (the “California Collateral Supplement” and together with the Irish Collateral Supplement, the “Collateral Supplements”) dated as of the date hereof between CA Subsidiary Holdco and the Collateral Agent. Each of ILFC, Borrower, Parent Holdco, CA Subsidiary Holdco and Irish Subsidiary Holdco is referred U.S. Borrowers pursuant to herein as an “Obligor”. Each Section 4 of the Credit Agreement; 3. The Certificates of Incorporation of the U.S. Borrowers and all amendments thereto (the “Charters”); 4. The bylaws of the U.S. Borrowers and all amendments thereto (the “Bylaws”); and 5. Certificates of the Secretary of State of Delaware, each dated a recent date, attesting to the Security Agreement, continued corporate existence and good standing of the Account Control Agreement, the Intercreditor Agreement Company and the Collateral Supplements is referred Capital Corporation in that State. In addition, I have reviewed or caused to herein as a “Transaction Document”. Each have reviewed such of the Security Agreement, the Account Control Agreement and the Collateral Supplements is referred to herein as a “Security Document”. We have also examined and relied upon such records and statements and certificates of public officials and representatives and officers corporate proceedings of the Obligors U.S. Borrowers, and have examined or caused to have examined such documents, corporate records, and other persons instruments relating to the organization of the U.S. Borrowers and their respective Subsidiaries and such other agreements and instruments to which the U.S. Borrowers and their respective Subsidiaries are parties, as we have deemed I consider necessary as a basis for the opinions expressed belowhereinafter expressed. As to factual matters relevant to our opinions expressed below, we have, without independent investigation, relied upon the foregoing and the representations and warranties made in or pursuant to the Transaction Documents. We have not reviewed the dockets or other records of any court, arbitrator or governmental or regulatory body or agency or conducted any other investigation or inquiry or otherwise established or verified any factual matter. In such examination, we I have assumed the legal capacity due execution and delivery, pursuant to due authorization, of all natural personsthe Credit Agreement by the Banks, the genuineness of all signaturesAdministrative Agent, the Syndication Agent and the Documentation Agents, and the authenticity of all documents submitted to us me as originals and the conformity with to the originals original documents of all documents submitted to us me as certified certified, conformed or photostatic copies. We have assumed that the Collateral does not include any Aircraft, Engines or Parts (as such terms are defined in the FAA Act), or Aircraft Objects (as defined in the Cape Town Convention), or leases thereof or other interests therein. Except as expressly opined on by us below, we have assumed, without investigation: (i) the due organization, valid existence and, to the extent applicable, good standing of each party to the Transaction Documents; (ii) that each party to the Transaction Documents has requisite power and authority to execute, deliver and perform its obligations under the Transaction Documents to which it is a party; (iii) that each Transaction Document has been duly authorized, executed and delivered by each party thereto; (iv) that each Transaction Document constitutes a valid, binding and enforceable obligation of each party thereto; (v) that the execution, delivery and performance by each party of the Transaction Documents to which it is a party do not contravene such party’s constitutional documents, violate any law, rule or regulation applicable to such party or result in any conflict with or breach of any agreement or instrument to which such party is a party or by which such party is bound; (vi) that each party to the Transaction Documents has obtained or made all consents, approvals, authorizations, filings, registrations, qualifications or recordations with each Governmental Authority required in connection with the execution, delivery and performance of the Transaction Documents; (vii) all applicable filings, registrations, recordations or other actions necessary to perfect as to ownership or security interest (except as set forth herein) including under the Cape Town Convention have been or will be made; (viii) for purposes of the Uniform Commercial Code of the State of New York (the “NYUCC”), Irish Subsidiary Holdco is deemed located in the District of Columbia; and (ix) the accuracy and completeness as of the date hereof of the certificates and other information and statements delivered or made to us by representatives and officers of each Obligor. We have made no investigation or review of any matters relating to the Obligors or any other person or entity other than as expressly described herein. Further, we have made no special investigation of the business operations of the Obligors or any other person or entity for the purpose of identifying laws or regulations to which the Obligors or any other person or entity are subject. With reference particularly to our opinion in paragraph 3 below, we note that our representation of the Obligors is limited to this and similar transactions and that we are not generally familiar with their respective affairs or operations. We have also assumed that: (i) all applicable chattel paper (as such term is defined in Article 9 of the NYUCC) constitutes “tangible chattel paper” within the meaning of Section 9-102 of the NYUCC and is located only in the State of New York and is in the possession of the Collateral Agent; (ii) the Collateral subject to the Lien of the Security Documents exists, and each applicable Obligor has rights in the applicable Collateral and has the power to transfer its rights in the applicable Collateral; (iii) the descriptions of the Collateral contained in, or attached as schedules to, the applicable Security Documents sufficiently describe the Collateral intended to be covered by such Security Documents; (iv) the Collateral does not include any “cooperative interest” or “commercial tort claim” (as such terms are defined in Article 9 of the NYUCC); (v) for purposes of Article 9 of the NY UCC, no statute, regulation or treaty of the United States is applicable to any of the Collateral; (vi) the certificates representing the Pledged Equity Interests (used herein to mean the certificates representing the Pledged Stock and the Pledged Beneficial Interests listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) of Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco and each Pledged Equity Party listed in Annex II to each Collateral Supplement is in the possession of the Collateral Agent, together with duly executed in blank instruments of transfer in respect thereof; and (vii) the instruments representing the Pledged Debt (used herein to mean the Pledged Debt instruments listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) are each in the possession of the Collateral Agent, together with duly executed in blank allonges in respect thereof. Based upon the foregoing and subject to the qualifications and limitations set forth below, we are of the opinion that: 1. Each Transaction Document is a valid and binding obligation of each Obligor party thereto, enforceable against such Obligor in accordance with its terms. 2. The execution and delivery by each Obligor of the Transaction Documents to which it is a party does not, and the performance by each Obligor of its obligations thereunder will not, cause such Obligor to violate any Generally Applicable Law (defined below). 3. No consent, approval or authorization of, and no filing, registration, qualification or recordation with, United States federal or State of New York governmental authorities pursuant to any Generally Applicable Law is required in connection with the execution and delivery and consummation of the transactions contemplated thereby by any Obligor of the Transaction Documents to which it is a party, other than (a) those that are specified in the Transaction Documents, (b) filings necessary to create, record, perfect or maintain the security interests created by the Security Agreement, (c) those that have been duly obtained, taken or made and (d) in the case of Collateral constituting securities, as may be required in connection with any disposition of such Collateral.

General Provisions. This Assignment and Assumption Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption Acceptance may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption Acceptance by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and AssumptionAcceptance. This Assignment and Assumption Acceptance shall be governed by, and construed in accordance with and governed by with, the laws law of the State of New York. EXHIBIT D-1A April 12[This Note, 2012 To and the Addressees Listed on Schedule 1 Ladies obligations of [ ], a [ ] [corporation] [limited liability company] (the “Payor”), hereunder, shall be subordinate and Gentlemen: We have acted junior in right of payment to all Senior Indebtedness (as New York counsel to International Lease Finance defined in Section 7 of the Intercompany Subordination Agreement by and among Ditech Holding Corporation (formerly known as Xxxxxx Investment Management Corp.), a Maryland corporation (the “ILFCBorrower”), Credit Suisse AG, Cayman Islands Branch as collateral agent and each subsidiary of the Borrower from time to time party thereto (as amended, modified, restated and/or supplemented from time to time, the “Intercompany Subordination Agreement”) on the terms and conditions set forth in the Intercompany Subordination Agreement.]22 FOR VALUE RECEIVED, the Payor hereby promises to pay [on demand] [on [DATE]] to the order of , or its assigns (the “Payee”), in lawful money of the United States of America in immediately available funds, at such location in the United States of America as the Payee shall from time to time designate, the unpaid principal amount of all loans and advances made by the Payee to the Payor. The Payor also promises to pay interest on the unpaid principal amount hereof in like money at said location from the date hereof until paid at such rate per annum as shall be agreed upon from time to time by the Payor and the other Obligors Payee. Upon the earlier to occur of (x) the commencement of any bankruptcy, reorganization, receivership, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar proceeding of any jurisdiction relating to the Payor or (y) any exercise of remedies (including the termination of the Commitments (as defined below in the Credit Agreement)) pursuant to Article 7 of the Credit Agreement referred to below, the unpaid principal amount hereof and any applicable accrued but unpaid interest thereon shall become immediately due and payable without presentment, demand, protest or notice of any kind in connection with this Note. This Note is one of the Term Loan Intercompany Notes referred to in the Second Amended and Restated Credit Agreement Agreement, dated as of February 9, 2018 among the Borrower, the lenders from time to time party thereto (the “Lenders”), and Credit Suisse AG, Cayman Islands Branch, as Administrative Agent and Collateral Agent (as amended, restated, modified and/or supplemented from time to time, the “Credit Agreement”) dated as of and is subject to the date hereof among Delos Aircraft Inc. as Borrower (“Borrower”)terms thereof[, ILFC, Hyperion Aircraft Inc. (“Parent Holdco”), Apollo Aircraft Inc. (“CA Subsidiary Holdco”), Artemis (Delos) Limited (“Irish Subsidiary Holdco”), and shall be pledged by the Lenders party thereto, Bank of America, N.A., as Administrative Agent and Bank of America, N.A., as Collateral Agent (the “Collateral Agent”). Capitalized terms used herein and not otherwise defined shall have the meanings given such terms in the Credit Agreement and the Security Agreement. This opinion is delivered pursuant to Sections 4.01(e) and 4.02(d) of the Credit Agreement. In rendering the opinions expressed below, we have examined executed copies of the following documents: (a) Credit Agreement; (b) Term Loan Security Agreement (the “Security Agreement”) dated as of the date hereof among Parent Holdco, Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco, the additional grantors party thereto and the Collateral Agent; (c) Account Control Agreement (the “Account Control Agreement”) dated as of the date hereof among the Securities Intermediary, Borrower and the Collateral Agent; (d) Intercreditor Agreement (the “Intercreditor Agreement”) dated as of the date hereof among Parent Holdco, Borrower, ILFC, CA Subsidiary Holdco, Irish Subsidiary Holdco and the Collateral Agent; (e) Collateral Supplement (the “Irish Collateral Supplement”) dated as of the date hereof between Irish Subsidiary Holdco and the Collateral Agent; and (f) Collateral Supplement (the “California Collateral Supplement” and together with the Irish Collateral Supplement, the “Collateral Supplements”) dated as of the date hereof between CA Subsidiary Holdco and the Collateral Agent. Each of ILFC, Borrower, Parent Holdco, CA Subsidiary Holdco and Irish Subsidiary Holdco is referred to herein as an “Obligor”. Each of the Credit Agreement, the Security Agreement, the Account Control Agreement, the Intercreditor Agreement and the Collateral Supplements is referred to herein as a “Transaction Document”. Each of the Security Agreement, the Account Control Agreement and the Collateral Supplements is referred to herein as a “Security Document”. We have also examined and relied upon such records and statements and certificates of public officials and representatives and officers of the Obligors and other persons as we have deemed necessary as a basis for the opinions expressed below. As to factual matters relevant to our opinions expressed below, we have, without independent investigation, relied upon the foregoing and the representations and warranties made in or Payee pursuant to the Transaction Documents. We have not reviewed the dockets or other records of any court, arbitrator or governmental or regulatory body or agency or conducted any other investigation or inquiry or otherwise established or verified any factual matter. In such examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as certified or photostatic copies. We have assumed that the Collateral does not include any Aircraft, Engines or Parts (as such terms are defined in the FAA Act), or Aircraft Objects Pledge Agreement (as defined in the Cape Town ConventionCredit Agreement). The Payor hereby acknowledges and agrees that the Pledgee (as defined in the Pledge Agreement) may, pursuant to the Pledge Agreement as in effect from time to time, exercise all rights provided therein with respect to this Note].23 22 EACH PROMISSORY NOTE EVIDENCING AN INTERCOMPANY LOAN INCURRED BY ANY CREDIT PARTY OWING TO ANY SUBSIDIARY OF THE BORROWER THAT IS NOT A CREDIT PARTY THAT IS PERMITTED BY THE CREDIT AGREEMENT SHALL HAVE INCLUDED ON ITS FACE THIS BRACKETED LEGEND. 23 INSERT IN EACH INTERCOMPANY NOTE UNDER WHICH THE PAYEE IS A CREDIT PARTY (AS DEFINED IN THE CREDIT AGREEMENT). The Payee is hereby authorized (but shall not be required) to record all loans and advances made by it to the Payor (all of which shall be evidenced by this Note), and all repayments or leases thereof or other interests prepayments thereof, in its books and records, such books and records constituting prima facie evidence of the accuracy of the information contained therein. Except as expressly opined on by us belowAll payments under this Note shall be made without offset, we have assumed, without investigation: (i) the due organization, valid existence and, to the extent applicable, good standing of each party to the Transaction Documents; (ii) that each party to the Transaction Documents has requisite power and authority to execute, deliver and perform its obligations under the Transaction Documents to which it is a party; (iii) that each Transaction Document has been duly authorized, executed and delivered by each party thereto; (iv) that each Transaction Document constitutes a valid, binding and enforceable obligation of each party thereto; (v) that the execution, delivery and performance by each party of the Transaction Documents to which it is a party do not contravene such party’s constitutional documents, violate any law, rule counterclaim or regulation applicable to such party or result in any conflict with or breach deduction of any agreement kind. The Payor hereby waives presentment, demand, protest or instrument to which such party is a party or by which such party is bound; (vi) that each party to the Transaction Documents has obtained or made all consents, approvals, authorizations, filings, registrations, qualifications or recordations with each Governmental Authority required notice of any kind in connection with this Note. [NAME OF PAYOR] By: Name: Title: Pay to the executionorder of [NAME OF PAYEE] By: Name: Title: Credit Suisse AG, delivery and performance of the Transaction Documents; Cayman Islands Branch Xxx Xxxxxxx Eleven Madison Avenue Tel: (vii000) all applicable filings000-0000 Xxx Xxxx, registrations, recordations or other actions necessary to perfect as to ownership or security interest XX 00000 Fax: (except as set forth herein000) including under the Cape Town Convention have been or will be made; (viii) for purposes of the Uniform Commercial Code of the State 000-0000 E-Mail: Xxx.Xxxxxxx@xxxxxx-xxxxxx.xxx Bank of New York (the “NYUCC”), Irish Subsidiary Holdco ABA 000000000 Account Name: CS Agency Cayman Account Account Number: 8900492627 It is deemed located in the District of Columbia; and (ix) the accuracy and completeness as very important that all of the date hereof of the certificates and other requested information and statements delivered or made to us by representatives and officers of each Obligor. We have made no investigation or review of any matters relating to the Obligors or any other person or entity other than as expressly described herein. Further, we have made no special investigation of the business operations of the Obligors or any other person or entity for the purpose of identifying laws or regulations to which the Obligors or any other person or entity are subject. With reference particularly to our opinion in paragraph 3 below, we note that our representation of the Obligors is limited to this and similar transactions be completed accurately and that we are not generally familiar with their respective affairs or operationsthis questionnaire be returned promptly. We have also assumed thatIf your institution is sub-allocating its allocation, please fill out an administrative questionnaire for each legal entity. Legal Name of Lender to appear in Documentation: Signature Block Information: • Signing Credit Agreement Yes No • Coming in via Assignment Yes No Type of Lender: (Bank, Asset Manager, Broker/Dealer, CLO/CDO; Finance Company, Hedge Fund, Insurance, Mutual Fund, Pension Fund, Other Regulated Investment Fund, Special Purpose Lender Parent: Name: Company: Title: Address: Telephone: Facsimile: E-Mail Address: Name: Company: Title: Address: Telephone: Facsimile: E-Mail Address: Bank Name: ABA/Routing No.: Account Name: Account No.: FFC Account Name: FFC Account No.: Attention: Reference: (i) all applicable chattel paper (as such term is defined in Article 9 of the NYUCC) constitutes “tangible chattel paper” within the meaning of Section 9-102 of the NYUCC and is located only in the State of New York and is in the possession of the Collateral Agent; (ii) the Collateral subject to the Lien of the Security Documents exists, and each applicable Obligor has rights in the applicable Collateral and has the power to transfer its rights in the applicable Collateral; (iii) the descriptions of the Collateral contained in, or attached as schedules to, the applicable Security Documents sufficiently describe the Collateral intended to be covered by such Security Documents; (iv) the Collateral does not include any “cooperative interest” or “commercial tort claim” (as such terms are defined in Article 9 of the NYUCC); (v) for purposes of Article 9 of the NY UCC, no statute, regulation or treaty of the United States is applicable to any of the Collateral; (vi) the certificates representing the Pledged Equity Interests (used herein to mean the certificates representing the Pledged Stock and the Pledged Beneficial Interests listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) of Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco and each Pledged Equity Party listed in Annex II to each Collateral Supplement is in the possession of the Collateral Agent, together with duly executed in blank instruments of transfer in respect thereof; and (vii) the instruments representing the Pledged Debt (used herein to mean the Pledged Debt instruments listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) are each in the possession of the Collateral Agent, together with duly executed in blank allonges in respect thereof. Based upon the foregoing and subject to the qualifications and limitations set forth below, we are of the opinion that: 1. Each Transaction Document is a valid and binding obligation of each Obligor party thereto, enforceable against such Obligor in accordance with its terms. 2. The execution and delivery by each Obligor of the Transaction Documents to which it is a party does not, and the performance by each Obligor of its obligations thereunder will not, cause such Obligor to violate any Generally Applicable Law (defined below). 3. No consent, approval or authorization of, and no filing, registration, qualification or recordation with, United States federal or State of New York governmental authorities pursuant to any Generally Applicable Law is required in connection with the execution and delivery and consummation of the transactions contemplated thereby by any Obligor of the Transaction Documents to which it is a party, other than (a) those that are specified in the Transaction Documents, (b) filings necessary to create, record, perfect or maintain the security interests created by the Security Agreement, (c) those that have been duly obtained, taken or made and (d) in the case of Collateral constituting securities, as may be required in connection with any disposition of such Collateral.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment Assignment. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLE. To the Administrative Agent and Assumption. This Assignment and Assumption shall be construed in accordance with and governed by the laws each of the State Lenders party to the Credit Agreement referred to below: I, the undersigned, the Chief Financial Officer of New York. EXHIBIT D-1A April 12Rayonier Inc., 2012 To the Addressees Listed on Schedule 1 Ladies and Gentlemen: We have acted as New York counsel to International Lease Finance a Delaware Corporation (“ILFCRayonier”) ), in that capacity only and not in my individual capacity (and without personal liability), do hereby certify as of the date hereof, and based upon facts and circumstances as they exist as of the date hereof (and disclaiming any responsibility for changes in such facts and circumstances after the date hereof), that: 1. This certificate is furnished to the Administrative Agent and the other Obligors Lenders pursuant to Section 3.01(f) of the Amended and Restated Five-Year Revolving Credit Agreement, dated as defined below of October 11, 2012, among RAYONIER, RAYONIER TRS HOLDINGS INC., a Delaware corporation (“TRS”), and RAYONIER OPERATING COMPANY LLC, a Delaware limited liability company (“ROC”; each of Rayonier, TRS and ROC being referred to herein individually as a “Borrower”, and collectively as the “Borrowers”), the Lenders from time to time party thereto, the Issuing Banks from time to time party hereto, CREDIT SUISSE AG, acting through one or more of its affiliates or branches (“Credit Suisse”), as administrative agent on behalf of the Lenders (in connection with such capacity, the Term Loan “Administrative Agent”), CREDIT SUISSE SECURITIES (USA) LLC (“Credit Agreement Suisse Securities”), as Sole Bookrunner, XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED and X.X. XXXXXX SECURITIES LLC, as Co-Syndication Agents, SUNTRUST BANK, US BANK, N.A., TD BANK, N.A. and XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Co-Documentation Agents, and CREDIT SUISSE SECURITIES and XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED, as Joint Lead Arrangers. (the “Credit Agreement”) dated as of the date hereof among Delos Aircraft Inc. as Borrower (“Borrower”), ILFC, Hyperion Aircraft Inc. (“Parent Holdco”), Apollo Aircraft Inc. (“CA Subsidiary Holdco”), Artemis (Delos) Limited (“Irish Subsidiary Holdco”), the Lenders party thereto, Bank of America, N.A., as Administrative Agent and Bank of America, N.A., as Collateral Agent (the “Collateral Agent”). Capitalized Unless otherwise defined herein, capitalized terms used herein and not otherwise defined in this certificate shall have the meanings given such terms set forth in the Credit Agreement and Agreement. 2. For purposes of this certificate, the Security Agreement. This opinion is delivered pursuant to Sections 4.01(e) and 4.02(d) of the Credit Agreement. In rendering the opinions expressed below, we terms below shall have examined executed copies of the following documentsdefinitions: (a) Credit Agreement;“Fair Value” The amount at which the aggregate assets of Rayonier and its consolidated Subsidiaries (including, without limitation, goodwill) would change hands between an independent willing buyer and an independent willing seller, within a commercially reasonable period of time, each having reasonable knowledge of the relevant facts and neither being under any compulsion to act. (b) Term Loan Security Agreement “Present Fair Salable Value” The amount that may be realized by an independent willing seller from an independent willing buyer if Rayonier's and Rayonier's consolidated Subsidiaries' aggregate assets (the “Security Agreement”including, without limitation, goodwill) dated as of the date hereof among Parent Holdco, Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco, the additional grantors party thereto and the Collateral Agent; (c) Account Control Agreement (the “Account Control Agreement”) dated as of the date hereof among the Securities Intermediary, Borrower and the Collateral Agent; (d) Intercreditor Agreement (the “Intercreditor Agreement”) dated as of the date hereof among Parent Holdco, Borrower, ILFC, CA Subsidiary Holdco, Irish Subsidiary Holdco and the Collateral Agent; (e) Collateral Supplement (the “Irish Collateral Supplement”) dated as of the date hereof between Irish Subsidiary Holdco and the Collateral Agent; and (f) Collateral Supplement (the “California Collateral Supplement” and together are sold with the Irish Collateral Supplement, the “Collateral Supplements”) dated as of the date hereof between CA Subsidiary Holdco and the Collateral Agent. Each of ILFC, Borrower, Parent Holdco, CA Subsidiary Holdco and Irish Subsidiary Holdco is referred to herein as reasonable promptness in an “Obligor”. Each of the Credit Agreement, the Security Agreement, the Account Control Agreement, the Intercreditor Agreement and the Collateral Supplements is referred to herein as a “Transaction Document”. Each of the Security Agreement, the Account Control Agreement and the Collateral Supplements is referred to herein as a “Security Document”. We have also examined and relied upon such records and statements and certificates of public officials and representatives and officers of the Obligors and other persons as we have deemed necessary as a basis arm's-length transaction under present conditions for the opinions expressed below. As to factual matters relevant to our opinions expressed below, we have, without independent investigation, relied upon the foregoing and the representations and warranties made in or pursuant to the Transaction Documents. We have not reviewed the dockets or other records sale of any court, arbitrator or governmental or regulatory body or agency or conducted any other investigation or inquiry or otherwise established or verified any factual matter. In such examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as certified or photostatic copies. We have assumed that the Collateral does not include any Aircraft, Engines or Parts (as such terms are defined in the FAA Act), or Aircraft Objects (as defined in the Cape Town Convention), or leases thereof or other interests therein. Except as expressly opined on by us below, we have assumed, without investigation: (i) the due organization, valid existence and, to the extent applicable, good standing of each party to the Transaction Documents; (ii) that each party to the Transaction Documents has requisite power and authority to execute, deliver and perform its obligations under the Transaction Documents to which it is a party; (iii) that each Transaction Document has been duly authorized, executed and delivered by each party thereto; (iv) that each Transaction Document constitutes a valid, binding and enforceable obligation of each party thereto; (v) that the execution, delivery and performance by each party of the Transaction Documents to which it is a party do not contravene such party’s constitutional documents, violate any law, rule or regulation applicable to such party or result in any conflict with or breach of any agreement or instrument to which such party is a party or by which such party is bound; (vi) that each party to the Transaction Documents has obtained or made all consents, approvals, authorizations, filings, registrations, qualifications or recordations with each Governmental Authority required in connection with the execution, delivery and performance of the Transaction Documents; (vii) all applicable filings, registrations, recordations or other actions necessary to perfect as to ownership or security interest (except as set forth herein) including under the Cape Town Convention have been or will be made; (viii) for purposes of the Uniform Commercial Code of the State of New York (the “NYUCC”), Irish Subsidiary Holdco is deemed located in the District of Columbia; and (ix) the accuracy and completeness as of the date hereof of the certificates and other information and statements delivered or made to us by representatives and officers of each Obligor. We have made no investigation or review of any matters relating to the Obligors or any other person or entity other than as expressly described herein. Further, we have made no special investigation assets of the business operations of the Obligors or any other person or comprising such entity for the purpose of identifying laws or regulations to which the Obligors or any other person or entity are subject. With reference particularly to our opinion in paragraph 3 below, we note that our representation of the Obligors is limited to this an existing and similar transactions and that we are not generally familiar with their respective affairs or operations. We have also assumed that: (i) all applicable chattel paper (as such term is defined in Article 9 of the NYUCC) constitutes “tangible chattel paper” within the meaning of Section 9-102 of the NYUCC and is located only in the State of New York and is in the possession of the Collateral Agent; (ii) the Collateral subject to the Lien of the Security Documents exists, and each applicable Obligor has rights in the applicable Collateral and has the power to transfer its rights in the applicable Collateral; (iii) the descriptions of the Collateral contained in, or attached as schedules to, the applicable Security Documents sufficiently describe the Collateral intended to be covered by such Security Documents; (iv) the Collateral does not include any “cooperative interest” or “commercial tort claim” (as such terms are defined in Article 9 of the NYUCC); (v) for purposes of Article 9 of the NY UCC, no statute, regulation or treaty of the United States is applicable to any of the Collateral; (vi) the certificates representing the Pledged Equity Interests (used herein to mean the certificates representing the Pledged Stock and the Pledged Beneficial Interests listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) of Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco and each Pledged Equity Party listed in Annex II to each Collateral Supplement is in the possession of the Collateral Agent, together with duly executed in blank instruments of transfer in respect thereof; and (vii) the instruments representing the Pledged Debt (used herein to mean the Pledged Debt instruments listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) are each in the possession of the Collateral Agent, together with duly executed in blank allonges in respect thereof. Based upon the foregoing and subject to the qualifications and limitations set forth below, we are of the opinion that: 1. Each Transaction Document is a valid and binding obligation of each Obligor party thereto, enforceable against such Obligor in accordance with its termstheoretical market. 2. The execution and delivery by each Obligor of the Transaction Documents to which it is a party does not, and the performance by each Obligor of its obligations thereunder will not, cause such Obligor to violate any Generally Applicable Law (defined below). 3. No consent, approval or authorization of, and no filing, registration, qualification or recordation with, United States federal or State of New York governmental authorities pursuant to any Generally Applicable Law is required in connection with the execution and delivery and consummation of the transactions contemplated thereby by any Obligor of the Transaction Documents to which it is a party, other than (a) those that are specified in the Transaction Documents, (b) filings necessary to create, record, perfect or maintain the security interests created by the Security Agreement, (c) those that have been duly obtained, taken or made and (d) in the case of Collateral constituting securities, as may be required in connection with any disposition of such Collateral.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy any Electronic System shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with and governed by with, the laws law of the State of New York. EXHIBIT D-1A April 12Wilmington Trust, 2012 To the Addressees Listed on Schedule 1 National Association, as Administrative Agent 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxx, XX 00000 Attn: Xxxxxxxx X. Xxxxxxxx Fax No.: (000) 000-0000 Email address: xxxxxxxxxx@xxxxxxxxxxxxxxx.xxx Ladies and Gentlemen: We have acted The undersigned, GASTAR EXPLORATION INC., a Delaware corporation (the “Borrower”), refers to that certain Credit Agreement, dated as New York counsel of March 3, 2017 (as may be amended, restated, amended and restated, replaced, refinanced, supplemented or otherwise modified from time to International Lease Finance Corporation (“ILFC”) and the other Obligors as defined below in connection with the Term Loan Credit Agreement (time, the “Credit Agreement”) dated as of the date hereof among Delos Aircraft Inc. as Borrower (“Borrower”), ILFCamong the Borrower, Hyperion Aircraft Inc. (“Parent Holdco”), Apollo Aircraft Inc. (“CA Subsidiary Holdco”), Artemis (Delos) Limited (“Irish Subsidiary Holdco”)the Guarantors from time to time party thereto, the Lenders from time to time party thereto, Bank of Americaand Wilmington Trust, N.A.National Association, as Administrative Agent and Bank of Americaadministrative agent for the Lenders (in such capacity, N.A.including any successor thereto, as Collateral Agent (the “Collateral Administrative Agent”). Capitalized terms used herein and not otherwise defined herein shall have the meanings given assigned to such terms in the Credit Agreement and the Security Agreement. The Borrower hereby gives you notice pursuant to Section 2.03 of the Credit Agreement that it requests a borrowing of Loans under the Credit Agreement, and in connection therewith sets forth below the terms on which such borrowing is requested to be made: (A) Date of Borrowing (which is a Business Day) (B) Principal Amount of Borrowing (C) Fundsare requested to be disbursed to the following account of Borrower: GASTAR EXPLORATION INC. By: Name: Title: This opinion COUNTERPART AGREEMENT, dated [ ] (this “Counterpart Agreement”) is delivered pursuant to Sections 4.01(e) that certain Third Amended and 4.02(d) of the Restated Credit Agreement. In rendering , dated as of March 3, 2017 (as it may be amended, supplemented, restated or otherwise modified from time to time, the opinions expressed below, we have examined executed copies of the following documents: (a) “Credit Agreement; (b) Term Loan Security Agreement ”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Gastar Exploration Inc., as Borrower, certain Subsidiaries of Borrower, as Guarantors, the Lenders party thereto, and Wilmington Trust, National Association, as Administrative Agent (the “Security AgreementAdministrative Agent”) dated as of the date hereof among Parent Holdco, Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco, the additional grantors party thereto and the Collateral Agent;). (c) Account Control Agreement (the “Account Control Agreement”) dated as of the date hereof among the Securities Intermediary, Borrower and the Collateral Agent; (d) Intercreditor Agreement (the “Intercreditor Agreement”) dated as of the date hereof among Parent Holdco, Borrower, ILFC, CA Subsidiary Holdco, Irish Subsidiary Holdco and the Collateral Agent; (e) Collateral Supplement (the “Irish Collateral Supplement”) dated as of the date hereof between Irish Subsidiary Holdco and the Collateral Agent; and (f) Collateral Supplement (the “California Collateral Supplement” and together with the Irish Collateral Supplement, the “Collateral Supplements”) dated as of the date hereof between CA Subsidiary Holdco and the Collateral AgentSection 1. Each of ILFC, Borrower, Parent Holdco, CA Subsidiary Holdco and Irish Subsidiary Holdco is referred Pursuant to herein as an “Obligor”. Each Section 5.14 of the Credit Agreement, the Security Agreementundersigned hereby: (a) agrees that this Counterpart Agreement may be attached to the Credit Agreement and that by the execution and delivery hereof, the Account Control Agreement, undersigned becomes a Guarantor under the Intercreditor Credit Agreement and agrees to be bound by all of the Collateral Supplements terms thereof; (b) represents and warrants that each of the representations and warranties set forth in the Credit Agreement and each other Loan Document and applicable to the undersigned is referred true and correct in all material respects both before and after giving effect to herein this Counterpart Agreement (other than those representations and warranties that are subject to a materiality qualifier, in which case such representations and warranties shall be true and correct in all respects), except to the extent that any such representation and warranty relates solely to any earlier date, in which case such representation and warranty is true and correct in all material respect as of such earlier date (other than those representations and warranties that are subject to a “Transaction Document”. Each materiality qualifier, in which case such representations and warranties shall be true and correct in all respects as of such earlier date), if applicable to the undersigned; (c) certifies that no Default has occurred or is continuing as of the Effective Date, or will result from the transactions contemplated hereby; (d) agrees to irrevocably and unconditionally guaranty the due and punctual payment in full of all Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)) and in accordance with Article VII of the Credit Agreement; and (e) (i) agrees that this counterpart may also be attached to the Security Agreement, the Account Control Agreement and the Collateral Supplements is referred to herein as a “Security Document”. We have also examined and relied upon such records and statements and certificates of public officials and representatives and officers of the Obligors and other persons as we have deemed necessary as a basis for the opinions expressed below. As to factual matters relevant to our opinions expressed below, we have, without independent investigation, relied upon the foregoing and the representations and warranties made in or pursuant to the Transaction Documents. We have not reviewed the dockets or other records of any court, arbitrator or governmental or regulatory body or agency or conducted any other investigation or inquiry or otherwise established or verified any factual matter. In such examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as certified or photostatic copies. We have assumed that the Collateral does not include any Aircraft, Engines or Parts (as such terms are defined in the FAA Act), or Aircraft Objects (as defined in the Cape Town Convention), or leases thereof or other interests therein. Except as expressly opined on by us below, we have assumed, without investigation: (i) the due organization, valid existence and, to the extent applicable, good standing of each party to the Transaction Documents; (ii) agrees that each party to the Transaction Documents has requisite power undersigned will comply with all the terms and authority to executeconditions of the Security Agreement as if it were an original signatory thereto, deliver and perform its obligations under the Transaction Documents to which it is a party; (iii) that each Transaction Document has been duly authorized, executed and delivered by each party thereto; (iv) that each Transaction Document constitutes grants to the Administrative Agent a valid, binding and enforceable obligation of each party thereto; (v) that the execution, delivery and performance by each party security interest in all of the Transaction Documents undersigned’s right, title and interest in and to which it is a party do not contravene such party’s constitutional documents, violate any law, rule or regulation applicable to such party or result in any conflict with or breach of any agreement or instrument to which such party is a party or by which such party is bound; (vi) that each party to the Transaction Documents has obtained or made all consents, approvals, authorizations, filings, registrations, qualifications or recordations with each Governmental Authority required in connection with the execution, delivery and performance of the Transaction Documents; (vii) all applicable filings, registrations, recordations or other actions necessary to perfect as to ownership or security interest (except as set forth herein) including under the Cape Town Convention have been or will be made; (viii) for purposes of the Uniform Commercial Code of the State of New York (the “NYUCC”), Irish Subsidiary Holdco is deemed located in the District of Columbia; and (ix) the accuracy and completeness as of the date hereof of the certificates and other information and statements delivered or made to us by representatives and officers of each Obligor. We have made no investigation or review of any matters relating to the Obligors or any other person or entity other than as expressly described herein. Further, we have made no special investigation of the business operations of the Obligors or any other person or entity for the purpose of identifying laws or regulations to which the Obligors or any other person or entity are subject. With reference particularly to our opinion in paragraph 3 below, we note that our representation of the Obligors is limited to this and similar transactions and that we are not generally familiar with their respective affairs or operations. We have also assumed that: (i) all applicable chattel paper Collateral” (as such term is defined in Article 9 the Security Agreement) of the NYUCCundersigned, in each case whether now or hereafter existing or in which the undersigned now has or hereafter acquires an interest and wherever the same may be located and (iv) constitutes “tangible chattel paper” within delivers to the meaning of Section 9-102 Administrative Agent supplements to all schedules attached to the Security Agreement. All such Collateral shall be deemed to be part of the NYUCC “Collateral” and is located only in the State of New York and is in the possession hereafter subject to each of the Collateral Agent; (ii) the Collateral subject to the Lien terms and conditions of the Security Documents exists, and each applicable Obligor has rights in the applicable Collateral and has the power to transfer its rights in the applicable Collateral; (iii) the descriptions of the Collateral contained in, or attached as schedules to, the applicable Security Documents sufficiently describe the Collateral intended to be covered by such Security Documents; (iv) the Collateral does not include any “cooperative interest” or “commercial tort claim” (as such terms are defined in Article 9 of the NYUCC); (v) for purposes of Article 9 of the NY UCC, no statute, regulation or treaty of the United States is applicable to any of the Collateral; (vi) the certificates representing the Pledged Equity Interests (used herein to mean the certificates representing the Pledged Stock and the Pledged Beneficial Interests listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) of Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco and each Pledged Equity Party listed in Annex II to each Collateral Supplement is in the possession of the Collateral Agent, together with duly executed in blank instruments of transfer in respect thereof; and (vii) the instruments representing the Pledged Debt (used herein to mean the Pledged Debt instruments listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) are each in the possession of the Collateral Agent, together with duly executed in blank allonges in respect thereof. Based upon the foregoing and subject to the qualifications and limitations set forth below, we are of the opinion that: 1. Each Transaction Document is a valid and binding obligation of each Obligor party thereto, enforceable against such Obligor in accordance with its termsAgreement. Section 2. The execution and delivery by each Obligor undersigned agrees from time to time, upon request of the Transaction Documents Administrative Agent, to which it is a party does not, take such additional actions and to execute and deliver such additional documents and instruments as the performance by each Obligor of its obligations thereunder will not, cause such Obligor Administrative Agent may reasonably request to violate any Generally Applicable Law (defined below). 3. No consent, approval or authorization of, and no filing, registration, qualification or recordation with, United States federal or State of New York governmental authorities pursuant to any Generally Applicable Law is required in connection with the execution and delivery and consummation of effect the transactions contemplated thereby by, and to carry out the intent of, this Counterpart Agreement. Neither this Counterpart Agreement nor any term hereof may be changed, waived, discharged or terminated, except by an instrument in writing signed by the party (including, if applicable, any Obligor party required to evidence its consent to or acceptance of this Counterpart Agreement) against whom enforcement of such change, waiver, discharge or termination is sought. Any notice or other communication herein required or permitted to be given shall be given pursuant to Section 11.01 of the Transaction Documents to which it is a party, other than (a) those that are specified in the Transaction Documents, (b) filings necessary to create, record, perfect or maintain the security interests created by the Security Credit Agreement, (c) those that have been duly obtainedand for all purposes thereof, taken the notice address of the undersigned shall be the address as set forth on the signature page hereof. In case any provision in or made obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and (d) in enforceability of the case of Collateral constituting securitiesremaining provisions or obligations, as may be required in connection with any disposition or of such Collateralprovision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with and governed by with, the laws law of the State of New York. EXHIBIT D-1A April 12To each of the Lenders parties to the Credit Agreement (as defined below), 2012 To the Addressees Listed on Schedule 1 and to JPMorgan Chase Bank, N.A., as Administrative Agent for said Lenders Ladies and Gentlemen: We have acted as New York counsel This opinion is furnished to International Lease Finance Corporation (“ILFC”you pursuant to Section 3.01(e)(iv) and of the other Obligors as defined below in connection with the Term Loan 364-Day Credit Agreement dated as of February 16, 2018, among Honeywell International Inc. (the “Company”), the Lenders parties thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent for said Lenders (the “Credit Agreement”) dated as of the date hereof among Delos Aircraft Inc. as Borrower (“Borrower”), ILFC, Hyperion Aircraft Inc. (“Parent Holdco”), Apollo Aircraft Inc. (“CA Subsidiary Holdco”), Artemis (Delos) Limited (“Irish Subsidiary Holdco”), the Lenders party thereto, Bank of America, N.A., as Administrative Agent and Bank of America, N.A., as Collateral Agent (the “Collateral Agent”). Capitalized terms used herein and not otherwise Terms defined shall have the meanings given such terms in the Credit Agreement are, unless otherwise defined herein, used herein as therein defined. I have acted as counsel for the Company in connection with the preparation, execution and the Security Agreement. This opinion is delivered pursuant to Sections 4.01(e) and 4.02(d) delivery of the Credit Agreement. In rendering the opinions expressed below, we that connection I have examined executed copies of the following documentsexamined: (a1) The Credit Agreement;. (b2) Term Loan Security Agreement (The documents furnished by the “Security Agreement”) dated as of the date hereof among Parent Holdco, Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco, the additional grantors party thereto and the Collateral Agent; (c) Account Control Agreement (the “Account Control Agreement”) dated as of the date hereof among the Securities Intermediary, Borrower and the Collateral Agent; (d) Intercreditor Agreement (the “Intercreditor Agreement”) dated as of the date hereof among Parent Holdco, Borrower, ILFC, CA Subsidiary Holdco, Irish Subsidiary Holdco and the Collateral Agent; (e) Collateral Supplement (the “Irish Collateral Supplement”) dated as of the date hereof between Irish Subsidiary Holdco and the Collateral Agent; and (f) Collateral Supplement (the “California Collateral Supplement” and together with the Irish Collateral Supplement, the “Collateral Supplements”) dated as of the date hereof between CA Subsidiary Holdco and the Collateral Agent. Each of ILFC, Borrower, Parent Holdco, CA Subsidiary Holdco and Irish Subsidiary Holdco is referred Company pursuant to herein as an “Obligor”. Each Article III of the Credit Agreement, including the Security Agreement, Certificate of Incorporation of the Account Control Agreement, Company and all amendments thereto (the Intercreditor Agreement “Charter”) and the Collateral Supplements is referred to herein as a “Transaction Document”. Each By-laws of the Security AgreementCompany and all amendments thereto (the “By-laws”). (3) A certificate of the Secretary of State of the State of Delaware, dated as of a recent date, attesting to the Account Control Agreement continued corporate existence and good standing of the Collateral Supplements is referred to herein as a “Security Document”Company in that State. We I have also examined and relied upon the originals, or copies certified to my satisfaction, of such corporate records and statements and of the Company (including resolutions adopted by the board of directors of the Company), certificates of public officials and representatives and of officers of the Obligors Company, and other persons agreements, instruments and documents, as we I have deemed necessary as a basis for the opinions expressed belowhereinafter expressed. As to factual matters relevant questions of fact material to our opinions expressed belowsuch opinions, we I have, without independent investigationwhen relevant facts were not independently established by me, relied upon certificates of the foregoing and the representations and warranties made in Company or pursuant to the Transaction Documents. We have not reviewed the dockets its officers or other records of any court, arbitrator or governmental or regulatory body or agency or conducted any other investigation or inquiry or otherwise established or verified any factual matterpublic officials. In such examinationrendering the opinions set forth below, we I have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us me as originals originals, the genuineness of all signatures and the conformity with the to authentic originals of all documents submitted to us me as certified or photostatic copies. We I have also assumed that the Collateral does not include any Aircraft, Engines or Parts (as such terms are defined in the FAA Act), or Aircraft Objects (as defined in the Cape Town Convention), or leases thereof or other interests therein. Except as expressly opined on by us below, we have assumed, without investigation: (i) the due organization, valid existence legal capacity for all purposes relevant hereto of all natural persons and, with respect to all parties to agreements or instruments relevant hereto other than the extent applicableCompany, good standing of each party to that such parties had the Transaction Documents; (ii) that each party to the Transaction Documents has requisite power and authority (corporate or otherwise) to execute, deliver and perform its obligations under the Transaction Documents to which it is a party; (iii) such agreements or instruments, that each Transaction Document has such agreements or instruments have been duly authorizedauthorized by all requisite action (corporate or otherwise), executed and delivered by each party thereto; (iv) such parties and that each Transaction Document constitutes a such agreements or instruments are the valid, binding binding, and enforceable obligation obligations of such parties. I am qualified to practice law in the State of New York, and I do not purport to be expert in, or to express any opinion herein concerning, any laws other than the laws of the State of New York, the General Corporation Law of the State of Delaware and the Federal laws of the United States. Based upon the foregoing and upon such investigation as I have deemed necessary, I am of the following opinion: 1. The Company (a) is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, (b) is duly qualified as a foreign corporation in each party thereto; other jurisdiction in which it owns or leases property or in which the conduct of its business requires it to so qualify or be licensed, except where the failure to be so qualified would not be reasonably likely to have a Material Adverse Effect and (vc) that the has all requisite corporate power and authority to own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted. 2. The execution, delivery and performance by each party the Company of the Transaction Documents to which it is a party Credit Agreement and the Notes of the Company, and the consummation of the transactions contemplated thereby, are within the Company’s corporate powers, have been duly authorized by all necessary corporate action, and do not (i) contravene such party’s constitutional documents, the Charter or the By-laws or (ii) violate any lawlaw (including, rule without limitation, the Securities Exchange Act of 1934 and the Racketeer Influenced and Corrupt Organizations Chapter of the Organized Crime Control Act of 1970), rule, regulation (including, without limitation, Regulation X of the Board of Governors of the Federal Reserve System) or regulation applicable to such party any material order, writ, judgment, decree, determination or award or (iii) conflict with or result in the breach of, or constitute a default under, any conflict with material indenture, loan or breach credit agreement, lease, mortgage, security agreement, bond, note or any similar document. The Credit Agreement has been duly executed and delivered on behalf of the Company. 3. No authorization, approval, or other action by, and no notice to or filing with, any agreement governmental authority, administrative agency or instrument to which such regulatory body, or any third party is a party or by which such party is bound; (vi) that each party to required for the Transaction Documents has obtained or made all consents, approvals, authorizations, filings, registrations, qualifications or recordations with each Governmental Authority required in connection with the due execution, delivery and performance by the Company of the Transaction Documents; (vii) all applicable filings, registrations, recordations Credit Agreement or other actions necessary to perfect as to ownership or security interest (except as set forth herein) including under the Cape Town Convention have been or will be made; (viii) for purposes Notes of the Uniform Commercial Code of the State of New York (the “NYUCC”)Company, Irish Subsidiary Holdco is deemed located in the District of Columbia; and (ix) the accuracy and completeness as of the date hereof of the certificates and other information and statements delivered or made to us by representatives and officers of each Obligor. We have made no investigation or review of any matters relating to the Obligors or any other person or entity other than as expressly described herein. Further, we have made no special investigation of the business operations of the Obligors or any other person or entity for the purpose of identifying laws or regulations to which the Obligors or any other person or entity are subject. With reference particularly to our opinion in paragraph 3 below, we note that our representation of the Obligors is limited to this and similar transactions and that we are not generally familiar with their respective affairs or operations. We have also assumed that: (i) all applicable chattel paper (as such term is defined in Article 9 of the NYUCC) constitutes “tangible chattel paper” within the meaning of Section 9-102 of the NYUCC and is located only in the State of New York and is in the possession of the Collateral Agent; (ii) the Collateral subject to the Lien of the Security Documents exists, and each applicable Obligor has rights in the applicable Collateral and has the power to transfer its rights in the applicable Collateral; (iii) the descriptions of the Collateral contained in, or attached as schedules to, the applicable Security Documents sufficiently describe the Collateral intended to be covered by such Security Documents; (iv) the Collateral does not include any “cooperative interest” or “commercial tort claim” (as such terms are defined in Article 9 of the NYUCC); (v) for purposes of Article 9 of the NY UCC, no statute, regulation or treaty of the United States is applicable to any of the Collateral; (vi) the certificates representing the Pledged Equity Interests (used herein to mean the certificates representing the Pledged Stock and the Pledged Beneficial Interests listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) of Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco and each Pledged Equity Party listed in Annex II to each Collateral Supplement is in the possession of the Collateral Agent, together with duly executed in blank instruments of transfer in respect thereof; and (vii) the instruments representing the Pledged Debt (used herein to mean the Pledged Debt instruments listed in Schedule II to the Security Agreement and in Annex II to each Collateral Supplement) are each in the possession of the Collateral Agent, together with duly executed in blank allonges in respect thereof. Based upon the foregoing and subject to the qualifications and limitations set forth below, we are of the opinion that: 1. Each Transaction Document is a valid and binding obligation of each Obligor party thereto, enforceable against such Obligor in accordance with its terms. 2. The execution and delivery by each Obligor of the Transaction Documents to which it is a party does not, and the performance by each Obligor of its obligations thereunder will not, cause such Obligor to violate any Generally Applicable Law (defined below). 3. No consent, approval or authorization of, and no filing, registration, qualification or recordation with, United States federal or State of New York governmental authorities pursuant to any Generally Applicable Law is required in connection with the execution and delivery and consummation of the transactions contemplated thereby by any Obligor of the Transaction Documents to which it is a party, other than (a) those that are specified in the Transaction Documents, (b) filings necessary to create, record, perfect or maintain the security interests created by the Security Agreement, (c) those that have been duly obtained, taken or made and (d) in the case of Collateral constituting securities, as may be required in connection with any disposition of such Collateralthereby.