Common use of Representations and Warranties of the Grantors Clause in Contracts

Representations and Warranties of the Grantors. Each Grantor represents and warrants as of the date of this Agreement, the Effective Date, each Release Date in respect of which such Grantor is a Relevant Release Party and as of each date on which such Grantor executes and delivers a Grantor Supplement or a Collateral Supplement, as follows: (a) Each Pool Aircraft is legally and beneficially Owned by the Owner Subsidiary identified as the Owner of such Pool Aircraft in the applicable Release Request or legally Owned by the Owner Subsidiary and beneficially Owned by a Subsidiary Holdco or another Owner Subsidiary, except to the extent of the Local Requirements Exception and as provided in the definition of “Own”. None of the Pool Aircraft Assets has been sold in violation of the provisions of the Loan Documents, or is currently pledged, assigned or otherwise encumbered except for Permitted Liens, and no Pool Aircraft Assets are described in (i) any UCC financing statements filed against any Transaction Party other than UCC financing statements which have been (or have been agreed by the secured parties referenced therein to be) terminated and UCC Financing Statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry (which for the avoidance of doubt, shall not include any contract of sale) or filing records that may be applicable to the Pool Aircraft or Collateral in any other relevant jurisdiction, other than such filings or registrations that have been (or have been agreed by the secured parties referenced therein to be) terminated or that have been made in connection with Permitted Liens. Except to the extent of the Local Requirements Exception and as provided in the definition of “Own”, the Grantors are the legal and beneficial owners of the Collateral. None of the Collateral has been sold in violation of the provisions of the Loan Documents, or is currently pledged, assigned or otherwise encumbered other than pursuant to the terms of the Loan Documents and except for Permitted Liens. No Collateral is described in (i) any UCC financing statements filed against any Pledged Equity Party other than UCC financing statements which have been (or have been agreed by the secured parties referenced therein to be) terminated and the UCC financing statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry (which for the avoidance of doubt, shall not include any contract of sale), or filing records that may be applicable to the Collateral in any other relevant jurisdiction, other than such filings or registrations that have been (or have been agreed by the secured parties referenced therein to be) terminated or that have been made in connection with Permitted Liens, this Agreement or any other security document in favor of the Collateral Agent for the benefit of the Secured Parties, or, with respect to any Lease, in favor of the applicable Lessor Subsidiary or the Lessee thereunder. (b) In each case as and to the extent required under the Express Perfection Requirements, this Agreement creates a valid and (upon the taking of the actions required hereby) perfected security interest in favor of the Collateral Agent in the Collateral as security for the Secured Obligations, subject in priority to no other Liens (other than Permitted Liens), and all filings and other actions necessary to perfect and protect such security interest as a first priority security interest of the Collateral Agent have been (or to the extent permitted hereby or in the case of future Collateral, will be) duly taken, enforceable against the applicable Grantors and creditors of and purchasers from such Grantors. (c) No Grantor has any trade names except as set forth on Schedule III hereto. (d) No consent of any other Person and no authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or other third party (including, for the avoidance of doubt, the International Registry) is required under any applicable law that is necessary to comply with the Express Perfection Requirements (i) for the grant by such Grantor of the assignment and security interest granted hereby, (ii) for the execution, delivery or performance of this Agreement by such Grantor or (iii) for the perfection or maintenance of the pledge, assignment and security interest created hereby, except for (A) the filing of financing and continuation statements under the UCC, (B) the Required Cape Town Registrations, (C) the applicable Irish filings pursuant to Section 2.08(e) and (D) such other filings as are required under relevant local law in the case of Grantors that are not domiciled in the United States or a state thereof. (e) The chief place of business, organizational identification number (if applicable) and chief executive or registered office of such Grantor and the office where such Grantor keeps records of the Collateral are located at the address specified opposite the name of such Grantor on the attached Schedule IV or, in the case of records, at ILFC. (f) The Pledged Stock constitutes the percentage of the issued and outstanding shares of capital stock of the issuers thereof indicated on the attached Schedule II. The Pledged Membership Interests constitute the percentage of the membership interest of the issuer thereof, as indicated on Schedule II hereto. The Pledged Beneficial Interests constitute the percentage of the beneficial interest of the issuer thereof indicated on Schedule II hereto. (g) The Pledged Stock, the Pledged Membership Interests and the Pledged Beneficial Interests have been duly authorized and validly issued and are fully paid up and nonassessable. The Pledged Debt has been duly authorized or issued and delivered and is the legal, valid and binding obligation of each applicable Borrower Party thereunder. (h) The Pledged Stock and the Pledged Membership Interests constitute “certificated securities” within the meaning of Section 8-102(4) of the UCC. If the issuer thereof is organized under the laws of the United States or a state thereof, the terms of any Pledged Equity Interest expressly provide that such Pledged Equity Interest shall be governed by Article 8 of the Uniform Commercial Code as in effect in the jurisdiction of the issuer of such Pledged Membership Interest or such Article 8 shall be applicable thereto under applicable Laws. Any Certificated Security or Instrument evidencing the Pledged Stock, the Pledged Debt, the Pledged Beneficial Interests, the Pledged Membership Interests and any Investment Collateral have been delivered to the Collateral Agent in accordance with Section 2.05 and 2.07. The Pledged Stock and the Pledged Membership Interest either (i) are in bearer form, (ii) have been indorsed, by an effective indorsement, to the Collateral Agent or in blank or (iii) have been registered in the name of the Collateral Agent. None of the Pledged Stock, the Pledged Beneficial Interests and the Pledged Membership Interest that constitute or evidence the Collateral have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any person other than the Collateral Agent (other than those agreed by the secured parties referenced therein to be terminated or released). Any Pledged Beneficial Interests either (i) constitute “certificated securities” within the meaning of Section 8-102(a)(4) of the UCC, have been delivered to the Collateral Agent and (1) are in bearer form, (2) have been indorsed, by an effective indorsement, to the Collateral Agent or in blank or (3) have been registered in the name of the Collateral Agent or (ii) a fully executed “control agreement” has been delivered to the Collateral Agent with respect to such Pledged Beneficial Interests.

Representations and Warranties of the Grantors. Each Grantor represents and warrants to the Collateral Agent and each Secured Party as follows as of the date of this Agreement, the Restatement Effective Date and each Series Closing Date, each Release Date in respect of which such Grantor is a Relevant Release Party and as of each date on which such Grantor executes and delivers a Grantor Supplement or a Collateral Supplement, as follows: (a) Each Pool Aircraft is legally The execution, delivery and beneficially Owned performance by the Owner Subsidiary identified as the Owner such Grantor of such Pool Aircraft in the applicable Release Request or legally Owned by the Owner Subsidiary and beneficially Owned by a Subsidiary Holdco or another Owner Subsidiary, except to the extent of the Local Requirements Exception and as provided in the definition of “Own”. None of the Pool Aircraft Assets has been sold in violation of the provisions of the Loan Documents, or is currently pledged, assigned or otherwise encumbered except for Permitted Liens, and no Pool Aircraft Assets are described in this Agreement (i) any UCC financing statements filed against any Transaction Party other than UCC financing statements which have is within such Grantor’s limited liability company powers and has been (or have been agreed duly authorized by the secured parties referenced therein to be) terminated and UCC Financing Statements filed in connection with Permitted Liens or all necessary limited liability company action, (ii) requires no action by or in respect of, or filing with, any Governmental Authority which has not been obtained and (iii) does not contravene, or constitute a default under, any Requirements of Law with respect to such Grantor or any Contractual Obligation with respect to such Grantor or result in the creation or imposition of any Lien on any property of such Grantor, except for Liens created by this Agreement. This Agreement has been executed and delivered by a duly authorized officer of such Grantor. (b) No consent, action by or in respect of, approval or other mortgage registriesauthorization of, including the International Registry (which or registration, declaration or filing with, any Governmental Authority or other Person is required for the avoidance valid execution and delivery by such Grantor of doubt, shall not include this Agreement or for the performance of any contract of sale) or filing records that may be applicable to the Pool Aircraft or Collateral in any other relevant jurisdiction, such Grantor’s obligations hereunder other than such consents, approvals, authorizations, registrations, declarations or filings or registrations that as shall have been obtained by HVF prior to the Restatement Effective Date. (c) This Agreement is a legal, valid and binding obligation of such Grantor enforceable against such Grantor in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ rights generally or have been agreed by general equitable principles, whether considered in a proceeding at law or in equity and by an implied covenant of good faith and fair dealing). (d) Each Grantor owns and has good and marketable title to the secured parties referenced therein to be) terminated or that have been made Vehicle Collateral in connection with which such Grantor has an interest, free and clear of all Liens other than Permitted Liens. Except to the extent of the Local Requirements Exception This Agreement constitutes a valid and as provided in the definition of “Own”, the Grantors are the legal and beneficial owners of the Collateral. None of the continuing Lien on such Vehicle Collateral has been sold in violation of the provisions of the Loan Documents, or is currently pledged, assigned or otherwise encumbered other than pursuant to the terms of the Loan Documents and except for Permitted Liens. No Collateral is described in (i) any UCC financing statements filed against any Pledged Equity Party other than UCC financing statements which have been (or have been agreed by the secured parties referenced therein to be) terminated and the UCC financing statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry (which for the avoidance of doubt, shall not include any contract of sale), or filing records that may be applicable to the Collateral in any other relevant jurisdiction, other than such filings or registrations that have been (or have been agreed by the secured parties referenced therein to be) terminated or that have been made in connection with Permitted Liens, this Agreement or any other security document in favor of the Collateral Agent for the benefit on behalf of the related Secured PartiesParty, or, which Lien on such Vehicle Collateral has been perfected (other than with respect to any Leasethe Initial Hertz Vehicles and the Service Vehicles) and is prior to all other Liens (other than Permitted Liens) and is enforceable as such as against creditors of and purchasers from such Grantor in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ rights generally or by general equitable principles, whether considered in favor a proceeding at law or in equity and by an implied covenant of the applicable Lessor Subsidiary or the Lessee thereundergood faith and fair dealing. (be) In each case as and Other than the security interest granted to the extent required under the Express Perfection RequirementsCollateral Agent hereunder, this Agreement creates neither Grantor has pledged, assigned, sold or granted a valid and (upon the taking of the actions required hereby) perfected security interest in the Vehicle Collateral. All action necessary to protect and perfect the Collateral Agent’s security interest in the Vehicle Collateral (other than with respect to the Initial Hertz Vehicles and the Service Vehicles) in which such Grantor has an interest has been duly and effectively taken. No security agreement, financing statement, equivalent security or lien instrument or continuation statement listing such Grantor as debtor covering all or any part of such Vehicle Collateral is on file or of record in any jurisdiction, except such as may have been filed, recorded or made by such Grantor in favor of the Collateral Agent in connection with this Agreement or the Collateral as security for Trustee in connection with the Secured Obligations, subject in priority to no other Liens (other than Permitted Liens)Indenture, and all filings and other actions necessary to perfect and protect such security interest as a first priority security interest of the Collateral Agent have been (or to the extent permitted hereby or in the case of future Collateral, will be) duly taken, enforceable against the applicable Grantors and creditors of and purchasers from such Grantors. (c) No neither Grantor has authorized any trade names except as set forth on Schedule III hereto. (d) No consent of any other Person and no authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or other third party (including, for the avoidance of doubt, the International Registry) is required under any applicable law that is necessary to comply with the Express Perfection Requirements (i) for the grant by such Grantor of the assignment and security interest granted hereby, (ii) for the execution, delivery or performance of this Agreement by such Grantor or (iii) for the perfection or maintenance of the pledge, assignment and security interest created hereby, except for (A) the filing of financing and continuation statements under the UCC, (B) the Required Cape Town Registrations, (C) the applicable Irish filings pursuant to Section 2.08(e) and (D) such other filings as are required under relevant local law in the case of Grantors that are not domiciled in the United States or a state thereof. (e) The chief place of business, organizational identification number (if applicable) and chief executive or registered office of such Grantor and the office where such Grantor keeps records of the Collateral are located at the address specified opposite the name of such Grantor on the attached Schedule IV or, in the case of records, at ILFCfiling. (f) The Pledged Stock constitutes the percentage of the issued and outstanding shares of capital stock of the issuers thereof indicated Its legal name is on the attached Schedule II. The Pledged Membership Interests constitute the percentage of the membership interest of the issuer thereof, as indicated on Schedule II hereto. The Pledged Beneficial Interests constitute the percentage of the beneficial interest of the issuer thereof indicated on Schedule II hereto. (g) The Pledged Stock, the Pledged Membership Interests signature pages hereto and the Pledged Beneficial Interests have been duly authorized and validly issued and are fully paid up and nonassessable. The Pledged Debt has been duly authorized or issued and delivered and is the legal, valid and binding obligation of each applicable Borrower Party thereunder. (h) The Pledged Stock and the Pledged Membership Interests constitute “certificated securities” its location within the meaning of Section 89-102(4) 307 of the UCCapplicable UCC is the State of Delaware. If the issuer thereof is organized under the laws of the United States It will not change its name or a state thereof, the terms of any Pledged Equity Interest expressly provide that such Pledged Equity Interest shall be governed by Article 8 of the Uniform Commercial Code as in effect in the jurisdiction of the issuer of such Pledged Membership Interest or such Article 8 shall be applicable thereto under applicable Laws. Any Certificated Security or Instrument evidencing the Pledged Stock, the Pledged Debt, the Pledged Beneficial Interests, the Pledged Membership Interests and any Investment Collateral have been delivered its organization without 60 days prior written notice to the Collateral Agent in accordance with Section 2.05 and 2.07. The Pledged Stock and the Pledged Membership Interest either (i) are in bearer form, (ii) have been indorsed, by an effective indorsement, to the Collateral Agent or in blank or (iii) have been registered in the name of the Collateral Agent. None of the Pledged Stock, the Pledged Beneficial Interests and the Pledged Membership Interest that constitute or evidence the Collateral have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any person other than the Collateral Agent (other than those agreed by the secured parties referenced therein to be terminated or released). Any Pledged Beneficial Interests either (i) constitute “certificated securities” within the meaning of Section 8-102(a)(4) of the UCC, have been delivered to the Collateral Agent and (1) are in bearer form, (2) have been indorsed, by an effective indorsement, to the Collateral Agent or in blank or (3) have been registered in the name of the Collateral Agent or (ii) a fully executed “control agreement” has been delivered to the Collateral Agent with respect to such Pledged Beneficial Interests.

Representations and Warranties of the Grantors. Each Grantor represents and warrants as of the date of this Agreement, the Effective Date, each Release Date in respect of which such Grantor is a Relevant Release Party and as of each date on which such Grantor executes subjects a new Pool Aircraft to this Mortgage solely with respect to such Pool Aircraft and delivers a Grantor Supplement or a Collateral Supplementsuch Grantor, as follows: (a) Each Pool Aircraft is legally and beneficially Owned by the Owner Subsidiary identified as the Owner of such Pool Aircraft in the applicable Release Request or legally Owned by the Owner Subsidiary and beneficially Owned by a Subsidiary Holdco or another Owner Subsidiary, except to the extent of the Local Requirements Exception and as provided in the definition of “Own”. None of the Pool Aircraft Assets has been sold in violation of the provisions of the Loan Documents, or is currently pledged, assigned or otherwise encumbered except for Permitted Liens, and no Pool Aircraft Assets are described in (i) any UCC financing statements filed against any Transaction Party other than UCC financing statements which have been (or have been agreed by the secured parties referenced therein to be) terminated and UCC Financing Statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry (which for the avoidance of doubt, shall not include any contract of sale) or filing records that may be applicable to the Pool Aircraft or Collateral in any other relevant jurisdiction, other than such filings or registrations that have been (or have been agreed by the secured parties referenced therein to be) terminated or that have been made in connection with Permitted Liens. Except to the extent of the Local Requirements Exception and as provided in the definition of “Own”, the The Grantors are the legal and beneficial owners of the Collateral, including each applicable Pool Aircraft (except for Holdings, the Intermediate Lessees, and any other Grantor that does not hold title to a Pool Aircraft but is the sole beneficial owner thereof under a trust, conditional sale or similar arrangement). None of the Collateral has been sold in violation of the provisions of the Loan Documents, or is currently pledged, assigned assigned, sold or otherwise encumbered other than pursuant to the terms of the Loan Transaction Documents and except for Permitted Liens. No , and no Collateral is described in (i) any UCC financing statements filed against any Pledged Equity Borrower Party other than UCC financing statements which have been (or have been agreed by the secured parties referenced therein to be) terminated and the UCC financing statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry (which for the avoidance of doubt, shall not include any contract Contract of saleSale in favor of any Grantor), or filing records that may be applicable to the Collateral in any other relevant jurisdiction, other than such filings or registrations that have been (or have been agreed by the secured parties referenced therein to be) terminated or that have been made in connection with Permitted Liens, this Agreement the Mortgage or any other security document in favor of the Collateral Agent any Security Trustee for the benefit of the Secured Parties, or, with respect to any Leasethe Leases, in favor of the applicable Lessor Subsidiary Borrower Parties or the Lessee thereunder. (b) In each case as and to the extent required under the Express Perfection Requirements, this This Agreement creates a valid and (upon the taking of the actions required hereby) perfected security interest in favor of the Collateral Agent Security Trustees in the Collateral (other than, as of the Effective Date until (i) with respect to the Required Pool Aircraft and any Aircraft Assets related thereto, the Required Perfection Date and (ii) with respect to the Supplemental Pool Aircraft and any Aircraft Assets related thereto, the applicable date set forth in Section 5.02(a) of the Credit Agreement) as security for the Secured Obligations, subject in priority to no other Liens (other than Permitted Liens), and all filings and other actions necessary to perfect and protect such security interest as a first priority security interest of the Collateral Agent have been (or to the extent permitted hereby or in the case of future Collateral, Collateral will be) duly takentaken (except that only the Express Perfection Requirements shall be required to be satisfied), enforceable against the applicable Grantors Borrower Parties and creditors of and purchasers from such GrantorsBorrower Parties. (c) No Grantor has any trade names except as set forth on Schedule III hereto. (d) No consent of any other Person and no authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or other third party (including, for the avoidance of doubt, the International Registry) is required under any applicable law that is necessary to comply with the Express Perfection Requirements laws of the United States or Ireland either (i) for the grant by such Grantor of the assignment and security interest granted hereby, (ii) for the execution, delivery or performance of this Agreement by such Grantor or (iii) for the perfection or maintenance of the pledge, assignment and security interest created hereby, except for (A) with respect to each Pool Aircraft whose country of registration is the United States of America, the filing with the FAA, in due form, for recordation where applicable, pursuant to Section 40102 and Section 44101 through Section 44112 of Title 49, United States Code, “Transportation,” of any and all title, registration and financing documentation necessary to accomplish the purposes of this Agreement, including, without limitation, each of the Relevant FAA Aircraft Mortgages, each of the Relevant FAA Aircraft Mortgages and continuation statements under Lease Assignments and/or each of the UCCRelevant FAA Lease Security Assignments, as applicable, with respect to such Pool Aircraft and/or the related Assigned Lease, (B) the Required Cape Town Registrations, (C) the filing of financing and continuation statements under the UCC, (D) the applicable Irish filings pursuant to Section 2.08(e2.08(f) and (DE) such other filings as are required under relevant local law in the case of Grantors that are not domiciled in the United States or a state thereof. (e) The chief place of business, organizational identification number (if applicable) and chief executive or registered office of such Grantor and the office where such Grantor keeps records of the Collateral are located at the address specified opposite the name of such Grantor on the attached Schedule IV orIV. If such Grantor is the lessor under a Cape Town Lease, it has the right to assign the International Interest provided for in such Cape Town Lease and all associated rights in respect of such Cape Town Lease that form part of the case of records, at ILFCCollateral. (f) The Pledged Stock constitutes the percentage of the issued and outstanding shares of capital stock of the issuers thereof indicated on the attached Schedule II. The Pledged Beneficial Interest constitutes the percentage of the beneficial interest of the issuer thereof indicated on Schedule II hereto. The Pledged Membership Interests constitute Interest constitutes the percentage of the membership interest of the issuer thereof, as indicated on Schedule II hereto. The Pledged Beneficial Interests constitute the percentage of the beneficial interest of the issuer thereof indicated on Schedule II hereto. (g) The Pledged Stock, the Pledged Membership Interests Beneficial Interest and the Pledged Beneficial Membership Interests have been duly authorized and validly issued and are fully paid up and nonassessable. The Pledged Debt has been duly authorized or issued and delivered and is the legal, valid and binding obligation of each applicable Borrower Party thereunder. (h) The Pledged Stock Stock, the Pledged Beneficial Interests and the Pledged Membership Interests Interest constitute “certificated securities” within the meaning of Section 8-102(4) of the UCC. If the issuer thereof is organized under the laws of the United States or a state thereof, the The terms of any Pledged Equity Membership Interest expressly provide that such Pledged Equity Membership Interest shall be governed by Article 8 of the Uniform Commercial Code as in effect in the jurisdiction of the issuer of such Pledged Membership Interest or such Article 8 shall be applicable thereto under applicable LawsInterest. Any Certificated Security or Instrument evidencing the The Pledged Stock, the Pledged Debt, the Pledged Beneficial Interests, Interests and the Pledged Membership Interests and any Investment Collateral Interest have been delivered to the Collateral Agent in accordance with Section 2.05 and 2.07Security Trustee. The Pledged Stock Stock, the Pledged Beneficial Interests and the Pledged Membership Interest either (i) are in bearer form, (ii) have been indorsed, by an effective indorsement, to the Collateral Agent Security Trustee or in blank or (iii) have been registered in the name of the Collateral AgentSecurity Trustee. None of the Pledged Stock, the Pledged Beneficial Interests and the Pledged Membership Interest that constitute or evidence the Collateral have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any person other than the Collateral Agent (other than those agreed by the secured parties referenced therein to be terminated or released). Any Pledged Beneficial Interests either Security Trustee. (i) constitute “certificated securities” within A true and complete copy of each Assigned Agreement in effect on the meaning of Section 8-102(a)(4) of the UCC, have been delivered to the Collateral Agent and (1) are in bearer form, (2) have been indorsed, by an effective indorsement, to the Collateral Agent or in blank or (3) have been registered in the name of the Collateral Agent or (ii) a fully executed “control agreement” date hereof has been delivered to each Security Trustee. Each Assigned Document upon its inclusion in the Collateral Agent will have been duly authorized, executed and delivered by the relevant Grantors, will be in full force and effect and will be binding upon and enforceable against all parties thereto in accordance with respect to such Pledged Beneficial Interests.their terms

Representations and Warranties of the Grantors. Each Grantor represents and warrants as of the date of this Agreement, the Effective Date, each Release Date in respect of which such Grantor is a Relevant Release Party and as of each date on which such any Grantor executes and delivers a Grantor Supplement or a Collateral Supplement, as follows: (a) Each Pool Aircraft is legally and beneficially Owned owned by the Owner Lessor Subsidiary identified as the Owner of such Pool Aircraft in the applicable Release Request or legally Owned owned by the Owner Lessor Subsidiary and beneficially Owned owned by a Subsidiary Holdco or another Owner SubsidiaryHoldco, except to the extent of the Local Requirements Exception and as provided in the definition of “Own”Exception. None of the Pool Aircraft Assets has been sold in violation of the provisions of the Loan Documents, or is currently pledged, assigned assigned, sold or otherwise encumbered except for Permitted Liens, and no Pool Aircraft Assets are described in (i) any UCC financing statements filed against any Transaction Party other than UCC financing statements which have been (or have been agreed by the secured parties referenced therein to be) terminated and UCC Financing Statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry (which for the avoidance of doubt, shall not include any contract Contract of sale) Sale in favor of any Lessor Subsidiary), or filing records that may be applicable to the Pool Aircraft or Collateral in any other relevant jurisdiction, other than such filings or registrations that have been (or have been agreed by the secured parties referenced therein to be) terminated or that have been made in connection with Permitted Liens. Except to the extent of the Local Requirements Exception and as provided in the definition of “Own”, the The Grantors are the legal and beneficial owners of the Collateral. None of the Collateral has been sold in violation of the provisions of the Loan Documents, or is currently pledged, assigned assigned, sold or otherwise encumbered other than pursuant to the terms of the Loan Documents and except for Permitted Liens. No , no Collateral is described in (i) any UCC financing statements filed against any Pledged Equity Party other than UCC financing statements which have been (or have been agreed by the secured parties referenced therein to be) terminated and the UCC financing statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry (which for the avoidance of doubt, shall not include any contract Contract of saleSale in favor of any Pledged Equity Party), or filing records that may be applicable to the Collateral in any other relevant jurisdiction, other than such filings or registrations that have been (or have been agreed by the secured parties referenced therein to be) terminated or that have been made in connection with Permitted Liens, this Agreement or any other security document in favor of the Collateral Agent for the benefit of the Secured Parties, or, with respect to any Lease, in favor of the applicable Lessor Subsidiary or the Lessee thereunder. (b) In each case as and to the extent required under the Express Perfection Requirements, this This Agreement creates a valid and (upon the taking of the actions required hereby) perfected security interest in favor of the Collateral Agent in the Collateral as security for the Secured Obligations, subject in priority to no other Liens (other than Permitted Liens), and all filings and other actions necessary to perfect and protect such security interest as a first priority security interest of the Collateral Agent have been (or to the extent permitted hereby or in the case of future Collateral, Collateral will be) duly taken, enforceable against the applicable Grantors and creditors of and purchasers from such Grantors. (c) No Grantor has any trade names except as set forth on Schedule III hereto. (d) No consent of any other Person and no authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or other third party (including, for the avoidance of doubt, the International Registry) is required under any applicable law that is necessary to comply with the Express Perfection Requirements either (i) for the grant by such Grantor of the assignment and security interest granted hereby, (ii) for the execution, delivery or performance of this Agreement by such Grantor or (iii) for the perfection or maintenance of the pledge, assignment and security interest created hereby, except for (A) the filing of financing and continuation statements under the UCC, (B) the Required Cape Town Registrations, (C) the applicable Irish filings pursuant to Section 2.08(e) and (D) such other filings as are required under relevant local law in the case of Grantors that are not domiciled in the United States or a state thereof. (e) The chief place of business, organizational identification number (if applicable) and chief executive or registered office of such Grantor and the office where such Grantor keeps records of the Collateral are located at the address specified opposite the name of such Grantor on the attached Schedule IV or, in the case of records, at ILFCIV. (f) The Pledged Stock constitutes the percentage of the issued and outstanding shares of capital stock of the issuers thereof indicated on the attached Schedule II. The Pledged Membership Interests constitute the percentage of the membership interest of the issuer thereof, as indicated on Schedule II hereto. The Pledged Beneficial Interests constitute the percentage of the beneficial interest of the issuer thereof indicated on Schedule II hereto. (g) The Pledged Stock, the Pledged Membership Interests and the Pledged Beneficial Interests have been duly authorized and validly issued and are fully paid up and nonassessable. The Pledged Debt has been duly authorized or issued and delivered and delivered, is the legal, valid and binding obligation of each applicable Borrower Party thereunder. (h) The Pledged Stock and the Pledged Membership Interests constitute “certificated securities” within the meaning of Section 8-102(4) of the UCC. If the issuer thereof is organized under the laws of the United States or a state thereof, the The terms of any Pledged Equity Interest expressly provide that such Pledged Equity Interest shall be governed by Article 8 of the Uniform Commercial Code as in effect in the jurisdiction of the issuer of such Pledged Membership Interest or such Article 8 shall be applicable thereto under applicable LawsInterest. Any Certificated Security or Instrument evidencing the Pledged Stock, the Pledged Debt, the Pledged Beneficial Interests, the Pledged Membership Interests and any Investment Collateral have been delivered to the Collateral Agent in accordance with Section 2.05 and 2.07. The Pledged Stock and the Pledged Membership Interest either (i) are in bearer form, (ii) have been indorsed, by an effective indorsement, to the Collateral Agent or in blank or (iii) have been registered in the name of the Collateral Agent. None of the Pledged Stock, the Pledged Beneficial Interests and the Pledged Membership Interest that constitute or evidence the Collateral have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any person other than the Collateral Agent (other than those agreed by the secured parties referenced therein to be terminated or released)Agent. Any Pledged Beneficial Interests either (i) constitute “certificated securities” within the meaning of Section 8-102(a)(4) of the UCC, have been delivered to the Collateral Agent and are either (1) are in bearer form, (2) have been indorsed, by an effective indorsement, to the Collateral Agent or in blank or (3) have been registered in the name of the Collateral Agent or (ii) a fully executed “control agreement” has been delivered to the Collateral Agent with respect to such Pledged Beneficial Interests.

Representations and Warranties of the Grantors. Each Grantor represents and warrants as of the date of this Agreement, the Effective Date, each Release Advance Date in respect of which such Grantor is a Relevant Release Advance Party and as of each date on which such Grantor executes and delivers a Grantor Supplement or a Collateral Supplement, as follows: (a) Each Pool Aircraft is legally and beneficially Owned by the Owner Subsidiary identified as the Owner of such Pool Aircraft in the applicable Release Advance Request or legally Owned by the Owner Subsidiary and beneficially Owned by a Subsidiary Holdco or another Owner Subsidiary, except to the extent of the Local Requirements Exception and as provided in the definition of “Own”. None of the Pool Aircraft Assets or the Collateral has been sold in violation of the provisions of the Loan Documents, or is currently pledged, assigned or otherwise encumbered except for Permitted Liens, and no Pool Aircraft Assets or Collateral are described in (i) any UCC financing statements filed against any Transaction Party Obligor other than UCC financing statements which have been (or have been agreed by the secured parties referenced therein to be) terminated and UCC Financing Statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry (which for the avoidance of doubt, shall not include any contract Contract of sale) Sale), or filing records that may be applicable to the Pool Aircraft or Collateral in any other relevant jurisdiction, other than such filings or registrations that have been (or have been agreed by the secured parties referenced therein to be) terminated or that have been made in connection with Permitted Liens. Except to the extent of the Local Requirements Exception and as provided in the definition of “Own”, the Grantors are the legal and beneficial owners of the Collateral. None of the Collateral has been sold in violation of the provisions of the Loan Documents, or is currently pledged, assigned or otherwise encumbered other than pursuant to the terms of the Loan Documents and except for Permitted Liens. No Collateral is described in (i) any UCC financing statements filed against any Pledged Equity Party other than UCC financing statements which have been (or have been agreed by the secured parties referenced therein to be) terminated and the UCC financing statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry (which for the avoidance of doubt, shall not include any contract of sale), or filing records that may be applicable to the Collateral in any other relevant jurisdiction, other than such filings or registrations that have been (or have been agreed by the secured parties referenced therein to be) terminated or that have been made in connection with Permitted Liens, this Agreement or any other security document in favor of the Collateral Agent for the benefit of the Secured Parties, or, with respect to any Lease, in favor of the applicable Lessor Subsidiary or the Lessee thereunder. (b) In each case as and to the extent required under the Express Perfection Requirements, this Agreement creates a valid and (upon the taking of the actions required hereby) perfected security interest in favor of the Collateral Agent in the Collateral as security for the Secured Obligations, subject in priority to no other Liens (other than Permitted Liens), and all filings and other actions necessary to perfect and protect such security interest as a first priority security interest of the Collateral Agent have been (or to the extent permitted hereby or in the case of future Collateral, will be) duly taken, enforceable against the applicable Grantors and creditors of and purchasers from such Grantors. (c) No Grantor has any trade names except as set forth on Schedule III hereto. (d) No consent of any other Person and no authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or other third party (including, for the avoidance of doubt, the International Registry) is required under any applicable law that is necessary to comply with the Express Perfection Requirements (i) for the grant by such Grantor of the assignment and security interest granted hereby, (ii) for the execution, delivery or performance of this Agreement by such Grantor or (iii) for the perfection or maintenance of the pledge, assignment and security interest created hereby, except for (A) with respect to each Pool Aircraft whose country of registration is the United States of America, the filing with the FAA, in due form, for recordation where applicable, pursuant to Section 40102 and Section 44101 through Section 44112 of Title 49, United States Code, “Transportation”, of any and all title, registration and financing documentation necessary to accomplish the purposes of this Agreement, including, without limitation, each of the Relevant FAA Aircraft Mortgages, each of the Relevant FAA Aircraft Mortgages and Lease Assignments and/or each of the Relevant FAA Lease Security Assignments, as applicable, with respect to such Pool Aircraft and/or the related Assigned Lease, (B) the filing of financing and continuation statements under the UCC, (BC) the Required Cape Town Registrations, (CD) the applicable Irish filings pursuant to Section 2.08(e) and 2.09(e), (DE) such other filings as are required under relevant local law in the case of Grantors that are not domiciled in organized under the laws of the United States or a state thereofthereof or Ireland and (F) the Lessee Notices (except in each case set forth in this clause (d) that only the Express Perfection Requirements shall be required to be satisfied). (e) The chief place of business, organizational identification number (if applicable) and chief executive or registered office of such Grantor and the office where such Grantor keeps records of the Collateral are located at the address specified opposite the name of such Grantor on the attached Schedule IV or, in the case of records, at ILFC. If such Grantor is the lessor under a Cape Town Lease, it has the right to assign the International Interest provided for in such Cape Town Lease and all associated rights in respect of such Cape Town Lease that form part of the Collateral. (f) The Pledged Stock constitutes the percentage of the issued and outstanding shares of capital stock of the issuers thereof indicated on the attached Schedule II. The Pledged Membership Interests constitute the percentage of the membership interest of the issuer thereof, as indicated on Schedule II hereto. The Pledged Beneficial Interests constitute the percentage of the beneficial interest of the issuer thereof indicated on Schedule II hereto. (g) The Pledged Stock, the Pledged Membership Interests and the Pledged Beneficial Interests have been duly authorized and validly issued and are fully paid up and nonassessable. The Pledged Debt has been duly authorized or issued and delivered and is the legal, valid and binding obligation of each applicable Borrower Party thereunder. (h) The Pledged Stock and the Pledged Membership Interests constitute “certificated securities” within the meaning of Section 8-102(4) of the UCC. If the issuer thereof is organized under the laws of the United States or a state thereof, the terms of any Pledged Equity Interest expressly provide that such Pledged Equity Interest shall be governed by Article 8 of the Uniform Commercial Code as in effect in the jurisdiction of the issuer of such Pledged Membership Interest or such Article 8 shall be applicable thereto under applicable Laws. Any Certificated Security or Instrument evidencing the Pledged Stock, the Pledged Debt, the Pledged Beneficial Interests, Interests and the Pledged Membership Interests and any Investment Collateral have been delivered to the Collateral Agent in accordance with Section 2.05 and 2.072.08. The Pledged Stock and the Pledged Membership Interest either (i) are in bearer form, (ii) have been indorsed, by an effective indorsement, to the Collateral Agent or in blank or (iii) have been registered in the name of the Collateral Agent. None of the Pledged Stock, the Pledged Beneficial Interests and the Pledged Membership Interest that constitute or evidence the Collateral have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any person other than the Collateral Agent (other than those agreed by the secured parties referenced therein to be terminated or released). Any Pledged Beneficial Interests either (i) constitute “certificated securities” within the meaning of Section 8-102(a)(4) of the UCC, have been delivered to the Collateral Agent and (1) are in bearer form, (2) have been indorsed, by an effective indorsement, to the Collateral Agent or in blank or (3) have been registered in the name of the Collateral Agent or (ii) a fully executed “control agreement” has been delivered to the Collateral Agent with respect to such Pledged Beneficial Interests. (i) A true and complete copy of each Assigned Agreement in effect on the date the relevant Aircraft becomes a Pool Aircraft has been delivered to the Collateral Agent as of such date.

Representations and Warranties of the Grantors. Each Grantor represents and warrants as of the date of this Agreement, the Effective Date, each Release Date in respect of which such Grantor is a Relevant Release Party and as of each date on which such Grantor executes subjects an Additional Pool Aircraft to this Agreement solely with respect to such Additional Pool Aircraft and delivers a Grantor Supplement or a Collateral Supplementsuch Grantor, as follows: (a) Each Pool Aircraft is legally and beneficially indicated in Schedule I as being Owned by the Owner Subsidiary identified as the Owner of such Pool Aircraft in the applicable Release Request or legally Grantor is Owned by the Owner Subsidiary and beneficially Owned by a Subsidiary Holdco or another Owner Subsidiarysuch Grantor, in each case except to the extent of the Local Requirements Exception and as provided in the definition of “Own”Exception. None of the Pool Aircraft Assets has been sold in violation of the provisions of the Loan Documents, or Collateral is currently pledged, assigned or otherwise encumbered by such Grantor except for Permitted Liens, and no Pool Aircraft Assets are described in (i) any UCC financing statements filed against any Transaction Party other than UCC financing statements which have been (or have been agreed by the secured parties referenced therein to be) terminated and UCC Financing Statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry (which for the avoidance of doubt, shall not include any contract of sale) or filing records that may be applicable to the Pool Aircraft or Collateral in any other relevant jurisdiction, other than such filings or registrations that have been (or have been agreed by the secured parties referenced therein to be) terminated or that have been made in connection with Permitted Liens. Except to the extent of the Local Requirements Exception and as provided in the definition of “Own”, the Grantors are the legal and beneficial owners of the Collateral. None of the Collateral has been sold in violation of the provisions of the Loan Documents, or is currently pledged, assigned or otherwise encumbered other than pursuant to the terms of the Loan Documents and except for Permitted Liens. No Collateral is described in (i) any UCC financing statements filed against any Pledged Equity Party such Grantor other than UCC financing statements which have been (or have been are agreed by to be terminated or assigned or agreed to be assigned to the secured parties referenced therein to be) terminated Security Trustee and the UCC financing statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry (which for the avoidance of doubt, shall not include any contract Contract of saleSale in favor of any Grantor), or filing records that may be applicable to the Collateral in any other relevant jurisdiction, other than such pledges, assignments or other encumbrances or such filings or registrations that have been (assigned or have been agreed by to be assigned to the secured parties referenced therein Security Trustee or terminated or are agreed to be) be terminated or that have been made in connection with Permitted Liens, this Agreement or any other security document in favor of the Collateral Agent for the benefit of the Secured Parties, or, with respect to any Lease, in favor of the applicable Lessor Subsidiary or the Lessee thereunder. (b) In each case as and to the extent required under the Express Perfection Requirements, this Agreement creates a valid and (upon the taking of the actions required hereby) perfected security interest in favor of the Collateral Agent Security Trustee in the Collateral as security for the Secured Obligations, subject in priority to no other Liens (other than Permitted Liens), and all filings and other actions necessary to perfect and protect such security interest as a first priority security interest of the Collateral Agent Security Trustee have been (or to the extent permitted hereby hereby, or in the case of future Collateral, will be) duly taken, taken and are enforceable against the applicable Grantors such Grantor and creditors of and purchasers from such GrantorsGrantor, except in each case that only the Express Perfection Requirements shall be required to be satisfied. (c) No Such Grantor has does not have any trade names except as set forth on Schedule III hereto. (d) No consent of any other Person and no authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body Governmental Authority or other third party (including, for the avoidance of doubt, including the International Registry) is required under the laws of the United States or Ireland (or, to the extent of the Express Perfection Requirements, with respect to any applicable law Pool Aircraft that is not registered in a jurisdiction that has Ratified the Cape Town Convention, and any related Assigned Lease, under relevant local law) that is necessary to comply with the Express Perfection Requirements (i) for the grant by such Grantor of the assignment and security interest granted hereby, (ii) for the execution, delivery or performance of this Agreement by such Grantor or (iii) for the perfection or maintenance of the pledge, assignment and security interest created hereby, except for (A) with respect to each Pool Aircraft whose country of registration is the United States, the filing with the FAA, in due form for recordation where applicable, pursuant to Section 40102 and Section 44101 through Section 44112 of Title 49, United States Code, “Transportation,” of any and all title, registration and financing documentation necessary to accomplish the purposes of this Agreement, including each of the Relevant FAA Aircraft Mortgages, each of the Relevant FAA Aircraft Mortgages and continuation statements under Lease Security Assignments and/or each of the UCCRelevant FAA Lease Security Assignments, as applicable, with respect to such Pool Aircraft and/or the related Assigned Lease, (B) the Required Cape Town Registrations, (C) the filing of financing and continuation statements under the UCC, (D) the applicable Irish filings pursuant to Section 2.08(e), (E) and (D) to the extent of the Express Perfection Requirements, such other filings as are required under relevant local law in the case of Grantors that are not domiciled in the United States or a state thereof. (e) The chief place of business, organizational identification number (if applicable) and chief executive or registered office of such Grantor and the office where such Grantor keeps records of the Collateral are located at the address specified opposite the name of such Grantor on the attached Schedule IV orlaw, in the case of records, at ILFC. (f) The Pledged Stock constitutes the percentage of the issued and outstanding shares of capital stock of the issuers thereof indicated on the attached Schedule II. The Pledged Membership Interests constitute the percentage of the membership interest of the issuer thereof, as indicated on Schedule II hereto. The Pledged Beneficial Interests constitute the percentage of the beneficial interest of the issuer thereof indicated on Schedule II hereto. (g) The Pledged Stock, the Pledged Membership Interests and the Pledged Beneficial Interests have been duly authorized and validly issued and are fully paid up and nonassessable. The Pledged Debt has been duly authorized or issued and delivered and is the legal, valid and binding obligation of each applicable Borrower Party thereunder. (h) The Pledged Stock and the Pledged Membership Interests constitute “certificated securities” within the meaning of Section 8-102(4) of the UCC. If the issuer thereof is a Grantor not organized under the laws of the United States or a state thereofthereof and in the case of each Pool Aircraft that is not registered in a jurisdiction that has Ratified the Cape Town Convention, and, in each case, the terms of any Pledged Equity Interest expressly provide related Assigned Leases and (F) the Lessee Notices and Lessee Acknowledgments, except in each case that such Pledged Equity Interest only the Express Perfection Requirements shall be governed by Article 8 required to be satisfied. (e) The “location” (for purposes of Section 9-307 of the Uniform Commercial Code as in effect in the jurisdiction of the issuer UCC) of such Pledged Membership Interest Grantor is specified opposite the name of such Grantor (or such Article 8 shall be applicable thereto under applicable Laws. Any Certificated Security or Instrument evidencing the Pledged Stock, the Pledged Debt, the Pledged Beneficial Interests, the Pledged Membership Interests and any Investment Collateral have been delivered to the Collateral Agent in accordance with Section 2.05 and 2.07. The Pledged Stock and the Pledged Membership Interest either (i) are in bearer form, (ii) have been indorsed, by an effective indorsement, to the Collateral Agent or in blank or (iii) have been registered in the name of the Collateral Agent. None owner trustee of such Grantor if it is an Owner Trust) on the attached Schedule IV hereto. (f) If such Grantor is the lessor under a Cape Town Lease, it has the right to assign the International Interest provided for in such Cape Town Lease and all associated rights in respect of such Cape Town Lease that form part of the Pledged StockCollateral, including the Pledged Beneficial Interests right to discharge such Cape Town Lease on the International Registry. (g) A true and complete copy of each Assigned Lease as in effect on the Pledged Membership Interest that constitute or evidence the Collateral have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed date hereof to any person other than the Collateral Agent (other than those agreed by the secured parties referenced therein to be terminated or released). Any Pledged Beneficial Interests either (i) constitute “certificated securities” within the meaning of Section 8-102(a)(4) of the UCC, have been delivered to the Collateral Agent and (1) are in bearer form, (2) have been indorsed, by an effective indorsement, to the Collateral Agent or in blank or (3) have been registered in the name of the Collateral Agent or (ii) which such Grantor is a fully executed “control agreement” party has been delivered to the Collateral Agent with respect to such Pledged Beneficial InterestsSecurity Trustee.

Representations and Warranties of the Grantors. Each Grantor represents and warrants as of the date of this Agreement, the Effective Date, each Release Date in respect of which such Grantor is a Relevant Release Party and as of each date subsequent Closing Date and Delivery Date on which such Grantor executes and delivers a Grantor Supplement or a Collateral Supplement, as follows: (a) Each Pool Aircraft Such Grantor is legally and beneficially Owned by the Owner Subsidiary identified as the Owner of such Pool Aircraft in the applicable Release Request or legally Owned by the Owner Subsidiary and beneficially Owned by a Subsidiary Holdco or another Owner Subsidiary, except to the extent of the Local Requirements Exception and as provided in the definition of “Own”. None of the Pool Aircraft Assets has been sold in violation of the provisions of the Loan Documents, or is currently pledged, assigned or otherwise encumbered except for Permitted Liens, and no Pool Aircraft Assets are described in (i) any UCC financing statements filed against any Transaction Party other than UCC financing statements which have been (or have been agreed by the secured parties referenced therein to be) terminated and UCC Financing Statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry (which for the avoidance of doubt, shall not include any contract of sale) or filing records that may be applicable to the Pool Aircraft or Collateral in any other relevant jurisdiction, other than such filings or registrations that have been (or have been agreed by the secured parties referenced therein to be) terminated or that have been made in connection with Permitted Liens. Except to the extent of the Local Requirements Exception and as provided in the definition of “Own”, the Grantors are the legal and beneficial owners of the Collateral. None owner of the Collateral has been sold pledged, charged or assigned by it hereunder free and clear of any and all Encumbrances (other than Permitted Encumbrances). No effective financing statement or other instrument similar in violation effect covering all or any part of the provisions of the Loan Documents, or Collateral is currently pledged, assigned on file in any recording office or otherwise encumbered other than pursuant to the terms of the Loan Documents and exists, except for Permitted Liens. No Collateral is described in (i) any UCC financing statements filed against any Pledged Equity Party other than UCC financing statements which such as may have been (or have been agreed by the secured parties referenced therein to be) terminated and the UCC financing statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry (which for the avoidance of doubt, shall not include any contract of sale), or filing records that may be applicable to the Collateral in any other relevant jurisdiction, other than such filings or registrations that have been (or have been agreed by the secured parties referenced therein to be) terminated or that have been made in connection with Permitted Liens, this Agreement or any other security document in favor of the Collateral Agent for Security Trustee relating to the benefit of the Secured Parties, or, with respect to any Lease, in favor of the applicable Lessor Subsidiary or the Lessee thereunderCollateral. (b) In each case as and to the extent required under the Express Perfection Requirements, this This Agreement creates a valid and (upon the taking of the actions required hereby) perfected security interest in favor of the Collateral Agent in the Collateral pledged by such Grantor as security for the Secured Obligations, Obligations subject in priority to no other Liens Encumbrances (other than Permitted LiensEncumbrances), and all filings and other actions necessary or desirable to perfect and protect such security interest as a first priority have been and will be duly taken. Other than the security interest granted to the Security Trustee pursuant to this Agreement or any security interest previously granted that shall be terminated as of the date hereof, such Grantor has not pledged, assigned, sold or granted a security interest in any of the Collateral Agent have been (or authorized the filing of, and is not aware of, any financing statements or other instruments similar in effect against such Grantor or the Collateral that include a description of collateral covering the Collateral other than any financing statement relating to the extent permitted hereby security interest granted to the Security Trustee hereunder or in the case that has been terminated. Such Grantor is not aware of future Collateral, will be) duly taken, enforceable any judgment or tax lien filings against the applicable Grantors and creditors of and purchasers from such Grantorsany Grantor. (c) No The name of such Grantor has any trade names except as set forth it appears on Schedule III heretothe signature pages hereto is its name as it appears on the public record of its jurisdiction of organization or incorporation, as the case may be, or, in the case of a trust, provides the name specified for the trust in its organizational documents and indicates that it is a trust. (d) No consent of any other Person and no authorization, approval or other action by, and no notice to or filing with, any governmental authority Governmental Authority or regulatory body or other third party (including, for the avoidance of doubt, the International Registry) is required under any applicable law that is necessary to comply with the Express Perfection Requirements either (i) for the grant by such Grantor of the assignment and security interest granted hereby, (ii) for the execution, delivery or performance of this Agreement or any other Related Document by such Grantor Grantor, or (iii) for the perfection or maintenance of the pledge, assignment and security interest created hereby, except for (A) the filing of financing and continuation statements under the UCCUCC or any filing, (B) the Required Cape Town Registrations, (C) the recording or registration under Applicable Law in each applicable Irish filings pursuant to Section 2.08(e) and (D) such other filings as are required under relevant local law in the case of Grantors that are not domiciled in the United States or a state thereofjurisdiction. (e) The chief place jurisdiction of businessorganization, organizational identification number or company registration number (if applicable) ), the chief place of business and chief executive or registered office of such Grantor and the office where such Grantor keeps records of or relating to the Collateral are located at the address specified opposite the name of such Grantor on the attached Schedule IV or, in the case of records, at ILFCIII. (f) The Pledged Stock constitutes the percentage of the issued Each Assigned Agreement to which such Grantor is a party has been duly authorized, executed and outstanding shares of capital stock of the issuers thereof indicated on the attached Schedule II. The Pledged Membership Interests constitute the percentage of the membership interest of the issuer thereofdelivered by such Grantors, as indicated on Schedule II hereto. The Pledged Beneficial Interests constitute the percentage of the beneficial interest of the issuer thereof indicated on Schedule II heretois in full force and effect and is binding upon and enforceable against all parties thereto in accordance with its terms. (g) The Pledged Stock, Each Lease (including any subleases) constitutes “tangible chattel paper” within the Pledged Membership Interests and meaning of Section 9-102(a)(78) of the Pledged Beneficial Interests have been duly authorized and validly issued and are fully paid up and nonassessable. The Pledged Debt has been duly authorized or issued and delivered and is the legal, valid and binding obligation of each applicable Borrower Party thereunderUCC. (h) The Pledged Stock Each Account that exists on the Closing Date or that is established and maintained thereafter in accordance with Section 3.01 of the Pledged Membership Interests constitute Indenture constitutes a “certificated securitiesdeposit account” within the meaning of Section 9-102(a)(29) of the UCC and, to the extent that the Indenture Trustee invests the Balance therein in Permitted Investments, a “securities account” within the meaning of Section 8-102(4) 501 of the UCC. If the issuer thereof is organized under the laws of the United States or a state thereof, the terms of any Pledged Equity Interest expressly provide that such Pledged Equity Interest shall be governed by Article 8 of the Uniform Commercial Code as in effect in the jurisdiction of the issuer of such Pledged Membership Interest or such Article 8 shall be applicable thereto under applicable Laws. Any Certificated Security or Instrument evidencing the Pledged Stock, the Pledged Debt, the Pledged Beneficial Interests, the Pledged Membership Interests and any Investment Collateral have been delivered to the Collateral Agent in accordance with Section 2.05 and 2.07. The Pledged Stock and the Pledged Membership Interest either . (i) are in bearer form, (ii) have been indorsed, by an effective indorsement, to the Collateral Agent or in blank or (iii) have been registered in the name Each of the Collateral Agent. None of the Pledged Stock, the Pledged Beneficial Interests Hedge Agreements and the Pledged Membership Interest that constitute or evidence the Collateral have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any person other than the Collateral Agent (other than those agreed by the secured parties referenced therein to be terminated or released). Any Pledged Beneficial Engine Interests either (i) constitute “certificated securitiesgeneral intangibles” within the meaning of Section 89-102(a)(4102(a)(42) of the UCC, have been delivered to the Collateral Agent and (1) are in bearer form, (2) have been indorsed, by an effective indorsement, to the Collateral Agent or in blank or (3) have been registered in the name of the Collateral Agent or (ii) a fully executed “control agreement” has been delivered to the Collateral Agent with respect to such Pledged Beneficial Interests.

Representations and Warranties of the Grantors. Each Grantor represents warrants and warrants as of the date of this Agreement, the Effective Date, each Release Date in respect of which such Grantor is a Relevant Release Party and as of each date on which such Grantor executes and delivers a Grantor Supplement or a Collateral Supplement, as followsagrees that: (a) Each Pool Aircraft is legally 5.1. Borrower and beneficially Owned by the Owner Subsidiary identified as the Owner of such Pool Aircraft each other Grantor own all right, title and interest in the applicable Release Request or legally Owned by the Owner Subsidiary and beneficially Owned by a Subsidiary Holdco or another Owner Subsidiary, except to the extent Collateral, free of the Local Requirements Exception and as provided in the definition of “Own”. None of the Pool Aircraft Assets has been sold in violation of the provisions of the Loan Documentsall Liens whatsoever, or is currently pledged, assigned or otherwise encumbered except for Permitted Liens, and no Pool Aircraft Assets are described in (i) any UCC financing statements filed against any Transaction Party other than UCC financing statements which have been (or have been agreed by the secured parties referenced therein to be) terminated and UCC Financing Statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry (which for the avoidance of doubt, shall not include any contract of sale) or filing records that may be applicable to the Pool Aircraft or Collateral in any other relevant jurisdiction, other than such filings or registrations that have been (or have been agreed by the secured parties referenced therein to be) terminated or that have been made in connection with Permitted Liens. Except to the extent of the Local Requirements Exception and as provided in the definition of “Own”, the Grantors are the legal and beneficial owners of the Collateral. None of the Collateral has been sold in violation of the provisions of the Loan Documents, or is currently pledged, assigned or otherwise encumbered other than pursuant to the terms of the Loan Documents and except for Permitted Liens. No Collateral is described in (i) any UCC financing statements filed against any Pledged Equity Party other than UCC financing statements which have been (or have been agreed by the secured parties referenced therein to be) terminated and the UCC financing statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry (which for the avoidance of doubt, shall not include any contract of sale), or filing records that may be applicable to the Collateral in any other relevant jurisdiction, other than such filings or registrations that have been (or have been agreed by the secured parties referenced therein to be) terminated or that have been made in connection with Permitted Liens, this Agreement or any other security document in favor of the Collateral Agent for the benefit of the Secured Parties, or, with respect to any Lease, in favor of the applicable Lessor Subsidiary or the Lessee thereunder. (b) In each case as 5.2. Each Grantor has the full power and authority to the extent required under the Express Perfection Requirements, this Agreement creates grant and convey to Lender a valid and (upon the taking of the actions required hereby) perfected security interest in favor of the Collateral Agent Lien in the Collateral as security for the Secured Obligations, subject in priority to no other free of all Liens (other than Permitted Liens), and all filings and shall execute such notices, assignments, Control Agreements, or other actions necessary documents, in connection herewith as Lender may reasonably request to perfect and protect such security interest obtain the priority (subject to Permitted Liens) of Lender’s Lien on the Collateral. Except for Permitted Liens, as of the Closing Date, no other Lien has been created by any Grantor or is known by any Grantor to exist with respect to any Collateral. 5.3. Each Grantor is a corporation duly organized, legally existing and in good standing under the laws of its jurisdiction of formation, and is duly qualified as a first priority security interest foreign corporation in all jurisdictions in which the nature of its business or location of its properties require such qualifications and where the failure to be qualified could reasonably be expected to have a Material Adverse Effect. 5.4. Each Grantor’s execution, delivery and performance of the Collateral Agent have been (or Notes, this Agreement and all other Loan Documents to the extent permitted hereby or in the case of future Collateral, will be) duly taken, enforceable against the applicable Grantors and creditors of and purchasers from such Grantors. (c) No Grantor has any trade names except as set forth on Schedule III hereto. (d) No consent of any other Person and no authorization, approval or other action bywhich it is a party, and no notice to or filing withBorrower’s execution of the Warrant Agreements, any governmental authority or regulatory body or other third party (including, for the avoidance of doubt, the International Registry) is required under any applicable law that is necessary to comply with the Express Perfection Requirements (i) for the grant have been duly authorized by all necessary corporate action of such Grantor of the assignment and security interest granted herebyGrantor, (ii) for will not result in the executioncreation or imposition of any Lien upon the Collateral, delivery or performance of other than Permitted Liens and the Liens created by this Agreement by such Grantor or and the other Loan Documents and (iii) for subject to the perfection or maintenance exceptions set forth in Section 3.1, upon the proper filing of the pledge, assignment and security interest created hereby, except for (A) the filing of financing and continuation statements under the UCC, (B) the Required Cape Town Registrations, (C) the applicable Irish filings interests granted pursuant to Section 2.08(e3.1, Lender shall have a first priority perfected security interest (subject to Permitted Liens) in and (D) such other filings as are required under relevant local law in the case Lien upon all of Grantors that right, title and interest in, and to the Collateral to the extent the security interest can be perfected by such filing. The individual or individuals executing the Loan Documents are not domiciled in the United States or a state thereof. (e) The chief place of businessduly authorized to do so, organizational identification number (if applicable) and chief executive or registered office of such Grantor and the office where such Grantor keeps records of the Collateral are located at the address specified opposite the name of such Grantor on the attached Schedule IV or, in the case of records, at ILFC. (f) The Pledged Stock constitutes the percentage of the issued and outstanding shares of capital stock of the issuers thereof indicated on the attached Schedule II. The Pledged Membership Interests Loan Documents to which it is a party constitute the percentage of the membership interest of the issuer thereof, as indicated on Schedule II hereto. The Pledged Beneficial Interests constitute the percentage of the beneficial interest of the issuer thereof indicated on Schedule II hereto. (g) The Pledged Stock, the Pledged Membership Interests and the Pledged Beneficial Interests have been duly authorized and validly issued and are fully paid up and nonassessable. The Pledged Debt has been duly authorized or issued and delivered and is the legal, valid and binding obligation obligations of each Grantor, enforceable in accordance with their respective terms, subject to applicable Borrower Party thereunderbankruptcy, insolvency, reorganization or other similar laws generally affecting the enforcement of the rights of creditors and general principles of equity (regardless of whether enforcement is sought in equity or at law. (h) 5.5. The Pledged Stock execution, delivery and performance by each Grantor of this Agreement and the Pledged Membership Interests constitute “certificated securities” within other Loan Documents to which it is a party do not violate any provisions of such Grantor’s Articles or Certificate of Incorporation, bylaws or any material contract or agreement to which such Grantor is a party, or any law, regulation, order, injunction, judgment, decree or writ to which such Grantor is subject. 5.6. The execution, delivery and performance by each Grantor of this Agreement and the meaning other Loan Documents to which it is a party do not require the consent or approval of Section 8-102(4) of the UCC. If the issuer thereof is organized under the laws any other Person, including any regulatory authority or governmental body of the United States or a state thereof, the terms of any Pledged Equity Interest expressly provide that such Pledged Equity Interest shall be governed by Article 8 State thereof or any political subdivision of the Uniform Commercial Code as United States or any State thereof. 5.7. Since December 31, 2003, no event has had or could reasonably be expected to have a Material Adverse Effect has occurred and is continuing; except that Borrower and its Subsidiaries have not met the revenue and Tangible Net Worth requirements set forth in effect in the jurisdiction of the issuer of such Pledged Membership Interest or such Article 8 shall be applicable thereto under applicable Laws. Any Certificated Security or Instrument evidencing the Pledged Stock, the Pledged Debt, the Pledged Beneficial Interests, the Pledged Membership Interests and any Investment Collateral have been delivered to the Collateral Agent in accordance with Section 2.05 and 2.07. The Pledged Stock and the Pledged Membership Interest either clause (i) of the definition of Material Adverse Effect prior to the date hereof. (a) There are no actions, suits or proceedings at law or in bearer form, (ii) have been indorsed, equity or by an effective indorsementor before any governmental authority now pending or, to the Collateral Agent knowledge of Borrower, threatened against Borrower or in blank any of its Subsidiaries or (iii) have been registered in the name any business, property or rights of the Collateral Agent. None Borrower or any of the Pledged Stock, the Pledged Beneficial Interests and the Pledged Membership Interest that constitute or evidence the Collateral have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any person other than the Collateral Agent (other than those agreed by the secured parties referenced therein to be terminated or released). Any Pledged Beneficial Interests either its Subsidiaries (i) constitute “certificated securities” within the meaning of Section 8-102(a)(4) of the UCC, have been delivered to the Collateral Agent and (1) are in bearer form, (2) have been indorsed, by an effective indorsement, to the Collateral Agent or in blank or (3) have been registered in the name of the Collateral Agent which involve any Loan Document or (ii) as to which there is a fully executed “control agreement” has been delivered reasonable possibility of an adverse determination and which, if adversely determined, could, individually or in the aggregate, reasonably be expected to the Collateral Agent result in a Material Adverse Effect. (b) Borrower is not in violation of any law, rule or regulation, or in default with respect to any judgment, writ, injunction or decree of any governmental authority, where such Pledged Beneficial Interestsviolation or default could reasonably be expected to result in a Material Adverse Effect. (a) Neither Borrower nor any of its Subsidiaries is in default in any manner under any provision of any indenture or other agreement, contract or instrument evidencing indebtedness, or any other material agreement, contract or instrument to which it is a party or by which it or any of its properties or assets are or may be bound and in each case for which such default could reasonably be expected to result in a Material Adverse Effect. 5.10. No information, report, Advance Request, financial statement, exhibit or schedule furnished by or on behalf of Borrower to Lender in connection with the negotiation of any Loan Document or included therein or delivered pursuant thereto, when taken together with Borrower’s filings with the Securities and Exchange Commission, contained, contains or will contain any material misstatement of fact or omitted, omits or will omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were, are or will be made, not misleading. Any projections or pro forma financial information contained in such materials are based upon good faith estimates and assumptions believed by Borrower to be reasonable at the time made, it being recognized by Lender that such projections as to future events are not to be viewed as facts and that actual results during the period or periods covered by any such projections may differ from the projected results (it being understood that forecasts and projections by their nature involve approximations and uncertainties). 5.11. Borrower has filed and will file all federal, state and local tax returns that it is required to file. Subject to Section 7.11, Borrower has duly paid or fully reserved for all taxes or installments thereof (including any interest or penalties) as and when due, which have or may become due pursuant to such returns. Borrower has paid or fully reserved for any tax assessment received by Borrower for the three (3) years preceding the Closing Date, if any (including any taxes being contested in good faith and by appropriate proceedings). 5.12. As of the Closing Date, each Grantor’s present name, former names within the past five years (if any), location of its chief executive office, principal place of business and Collateral, and other information are correctly set forth in Section 5.12 of the Disclosure Letter. 5.13. Section 5.13 of the Disclosure Letter sets forth a true, correct and complete list of each of each Grantor’s Patents, Trademarks and Copyrights registered with the U.S. Copyright Office, U.S. Patent and Trademark Office or any similar office of another country, together with application or registration numbers, as applicable. 5.14. Section 5.14 of the Disclosure Letter sets forth a true, correct and complete list of (a) all banks and other financial institutions at which any Grantor maintains Deposit Accounts and (b) institutions at which any Grantor maintains accounts holding Investment Property owned by such Grantor, and such exhibit correctly identifies the name, address and telephone number of each bank or other institution, the name in which the account is held, and a description of the purpose of the account. 5.15. Neither Borrower nor any of its Subsidiaries has any outstanding loans to any employee, officer or director of the Borrower nor has Borrower guaranteed the payment of any loan made to an employee, officer or director of the Borrower by a third party.

Representations and Warranties of the Grantors. Each Grantor represents and warrants as of the date of this Agreement, the Effective Date, each Release Date in respect of which such Grantor is a Relevant Release Party and as of each date on which such Grantor executes subjects a new Pool Aircraft to this Agreement solely with respect to such Pool Aircraft and delivers a Grantor Supplement or a Collateral Supplementsuch Grantor, as follows: (a) Each Pool Aircraft is either legally and beneficially Owned owned by the Owner Subsidiary identified as the Owner of such Pool Aircraft in the applicable Release Request Borrower or legally Owned owned by a Grantor that is an Owner Trust and beneficially owned by the Owner Subsidiary and beneficially Owned by a Subsidiary Holdco or another Owner SubsidiaryBorrower, in each case except to the extent of the Local Requirements Exception and as provided in the definition of “Own”Exception. None of the Pool Aircraft Assets has been sold in violation of the provisions of the Loan Documents, or is currently pledged, assigned or otherwise encumbered except for Permitted Liens, and no Pool Aircraft Assets are described in (i) any UCC financing statements filed against any Transaction Party other than UCC financing statements which have been (or have been agreed by the secured parties referenced therein to be) terminated and UCC Financing Statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry (which for the avoidance of doubt, shall not include any contract of sale) or filing records that may be applicable to the Pool Aircraft or Collateral in any other relevant jurisdiction, other than such filings or registrations that have been (or have been agreed by the secured parties referenced therein to be) terminated or that have been made in connection with Permitted Liens. Except to the extent of the Local Requirements Exception and as provided in the definition of “Own”, the The Grantors are the legal and beneficial owners of the other Collateral. None of the Collateral has been sold in violation of the provisions of the Loan Documents, or is currently pledged, assigned assigned, sold or otherwise encumbered other than pursuant to the terms of the Loan Documents and except for Permitted Liens. No , and no Collateral is described in (i) any UCC financing statements filed against any Pledged Equity Borrower Party other than UCC financing statements which have been (or have been agreed by the secured parties referenced therein to be) terminated and the UCC financing statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry (which for the avoidance of doubt, shall not include any contract Contract of saleSale in favor of any Grantor), or filing records that may be applicable to the Collateral in any other relevant jurisdiction, other than such filings or registrations that have been (or have been agreed by the secured parties referenced therein to be) terminated or that have been made in connection with Permitted Liens, this Agreement or any other security document in favor of the Collateral Agent for the benefit of the Secured Parties, or, with respect to any Leasethe Leases, in favor of the applicable Lessor Subsidiary Borrower Parties or the Lessee thereunder. (b) In each case as and to the extent required under the Express Perfection Requirements, this This Agreement creates a valid and (upon the taking of the actions required hereby) perfected security interest in favor of the Collateral Agent in the Collateral as security for the Secured Obligations, subject in priority to no other Liens (other than Permitted Liens), and all filings and other actions necessary to perfect and protect such security interest as a first priority security interest of the Collateral Agent have been (or to the extent permitted hereby or in the case of future Collateral, Collateral will be) duly takentaken (except that only the Express Perfection Requirements shall be required to be satisfied), enforceable against the applicable Grantors Borrower Parties and creditors of and purchasers from such GrantorsBorrower Parties. (c) No Grantor has any trade names except as set forth on Schedule III hereto. (d) No consent of any other Person and no authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or other third party (including, for the avoidance of doubt, the International Registry) is required under the laws of the United States or Ireland (or, with respect to any applicable law Pool Aircraft that is necessary to comply with not registered in a jurisdiction that has Ratified the Express Perfection Requirements Cape Town Convention, and any related Assigned Lease, under relevant local law) either (i) for the grant by such Grantor of the assignment and security interest granted hereby, (ii) for the execution, delivery or performance of this Agreement by such Grantor or (iii) for the perfection or maintenance of the pledge, assignment and security interest created hereby, except for (A) with respect to each Pool Aircraft whose country of registration is the United States of America, the filing with the FAA, in due form, for recordation where applicable, pursuant to Section 40102 and Section 44101 through Section 44112 of Title 49, United States Code, “Transportation,” of any and all title, registration and financing documentation necessary to accomplish the purposes of this Agreement, including, without limitation, each of the Relevant FAA Aircraft Mortgages, each of the Relevant FAA Aircraft Mortgages and continuation statements under Lease Assignments and/or each of the UCCRelevant FAA Lease Security Assignments, as applicable, with respect to such Pool Aircraft and/or the related Assigned Lease, (B) the Required Cape Town Registrations, (C) the filing of financing and continuation statements under the UCC, (D) the applicable Irish filings pursuant to Section 2.08(e2.08(f) and (DE) such other filings as are required under relevant local law in the case of Grantors that are not domiciled in the United States or a state thereofthereof and in the case of each Pool Aircraft that is not registered in a jurisdiction that has Ratified the Cape Town Convention and, in each case the related Assigned Leases. (e) The chief place of business, organizational identification number (if applicable) and chief executive or registered office of such Grantor and the office where such Grantor keeps records of the Collateral are located at the address specified opposite the name of such Grantor on the attached Schedule IV orIV. If such Grantor is the lessor under a Cape Town Lease, it has the right to assign the International Interest provided for in such Cape Town Lease and all associated rights in respect of such Cape Town Lease that form part of the case of records, at ILFCCollateral. (f) The Pledged Stock constitutes the percentage of the issued and outstanding shares of capital stock of the issuers thereof indicated on the attached Schedule II. The Pledged Membership Interests constitute the percentage of the membership interest of the issuer thereof, as indicated on Schedule II hereto. The Pledged Beneficial Interests constitute the percentage of the beneficial interest of the issuer thereof indicated on Schedule II hereto. (g) The Pledged Stock, the Pledged Membership Interests and the Pledged Beneficial Interests have been duly authorized and validly issued and are fully paid up and nonassessable. The Pledged Debt has been duly authorized or issued and delivered and is the legal, valid and binding obligation of each applicable Borrower Party thereunder. (h) The Pledged Stock and the Pledged Membership Interests constitute “certificated securities” within the meaning of Section 8-102(4) of the UCC. If the issuer thereof is organized under the laws of the United States or a state thereof, the terms of any Pledged Equity Interest expressly provide that such Pledged Equity Interest shall be governed by Article 8 of the Uniform Commercial Code as in effect in the jurisdiction of the issuer of such Pledged Membership Interest or such Article 8 shall be applicable thereto under applicable Laws. Any Certificated Security or Instrument evidencing the Pledged Stock, the Pledged Debt, the Pledged Beneficial Interests, the Pledged Membership Interests and any Investment Collateral have been delivered to the Collateral Agent in accordance with Section 2.05 and 2.07. The Pledged Stock and the Pledged Membership Interest either (i) are in bearer form, (ii) have been indorsed, by an effective indorsement, to the Collateral Agent or in blank or (iii) have been registered in the name of the Collateral Agent. None of the Pledged Stock, the Pledged Beneficial Interests and the Pledged Membership Interest that constitute or evidence the Collateral have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any person other than the Collateral Agent (other than those agreed by the secured parties referenced therein to be terminated or released). Any Pledged Beneficial Interests either (i) constitute “certificated securities” within the meaning of Section 8-102(a)(4) of the UCC, have been delivered to the Collateral Agent and are either (1) are in bearer form, (2) have been indorsed, by an effective indorsement, to the Collateral Agent or in blank or (3) have been registered in the name of the Collateral Agent or (ii) a fully executed “control agreement” has been delivered to the Collateral Agent with respect to such Pledged Beneficial Interests. None of the Pledged Beneficial Interests that constitute or evidence the Collateral have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any person other than the Collateral Agent. (i) A true and complete copy of each Assigned Agreement in effect on the date hereof has been delivered to the Collateral Agent. Each Assigned Document upon its inclusion in the Collateral will have been duly authorized, executed and delivered by the relevant Grantors, will be in full force and effect and will be binding upon and enforceable against all parties thereto in accordance with their terms.

Representations and Warranties of the Grantors. Each Grantor (other than the Issuer) represents and warrants as of the date of this Agreement, the Effective Initial Closing Date, each Release Date in respect if it is a party to this Agreement on such date, or as of which the date such Grantor is becomes a Relevant Release Party party to this Agreement by the execution and as delivery of each date on which such Grantor executes and delivers a Grantor Supplement or and, with respect to all Collateral, as of the date such Collateral becomes a Collateral Supplementpart of the Collateral, as follows:: Confidential Treatment Requested: Information for which confidential treatment has been requested is omitted and is noted with asterisks. An unredacted version of this document has been filed separately with the Securities and Exchange Commission. (a) Each Pool Aircraft Such Grantor is legally and beneficially Owned by the Owner Subsidiary identified as the Owner of such Pool Aircraft in the applicable Release Request or legally Owned by the Owner Subsidiary and beneficially Owned by a Subsidiary Holdco or another Owner Subsidiary, except to the extent of the Local Requirements Exception and as provided in the definition of “Own”. None of the Pool Aircraft Assets has been sold in violation of the provisions of the Loan Documents, or is currently pledged, assigned or otherwise encumbered except for Permitted Liens, and no Pool Aircraft Assets are described in (i) any UCC financing statements filed against any Transaction Party other than UCC financing statements which have been (or have been agreed by the secured parties referenced therein to be) terminated and UCC Financing Statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry (which for the avoidance of doubt, shall not include any contract of sale) or filing records that may be applicable to the Pool Aircraft or Collateral in any other relevant jurisdiction, other than such filings or registrations that have been (or have been agreed by the secured parties referenced therein to be) terminated or that have been made in connection with Permitted Liens. Except to the extent of the Local Requirements Exception and as provided in the definition of “Own”, the Grantors are the legal and beneficial owners of the Collateral. None owner of the Collateral has been sold in violation pledged by it hereunder free and clear of the provisions of the Loan Documents, or is currently pledged, assigned or otherwise encumbered any and all Encumbrances (other than pursuant to the terms of the Loan Documents and except for Permitted Liens. No Collateral is described in (i) any UCC financing statements filed against any Pledged Equity Party other than UCC financing statements which have been (or have been agreed by the secured parties referenced therein to be) terminated and the UCC financing statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry (which for the avoidance of doubt, shall not include any contract of saleEncumbrances), or filing records that may be applicable to the Collateral in any other relevant jurisdiction, other than such filings or registrations that have been (or have been agreed by the secured parties referenced therein to be) terminated or that have been made in connection with Permitted Liens, this Agreement or any other security document in favor of the Collateral Agent for the benefit of the Secured Parties, or, with respect to any Lease, in favor of the applicable Lessor Subsidiary or the Lessee thereunder. (b) In each case as and to the extent required under the Express Perfection Requirements, this This Agreement creates a valid and (and, upon the taking of the actions required hereby) , perfected security interest in favor the Collateral (other than (a) the Assets and Assigned Leases to the extent the registrations and filings provided in Section 3.12 are insufficient for such purpose, (b) with respect to insurance policies to the extent that Article 9 of the UCC does not apply to such Collateral Agent in and (c) letters of credit, except to the Collateral extent any such letter of credit constitutes supporting obligations of any Assigned Lease) as security for the Secured Obligations, subject in priority to no other Liens Encumbrances (other than Permitted LiensEncumbrances), and all filings and other actions necessary or desirable to perfect and protect such security interest as a first priority have been duly taken (but only to the extent provided in Section 3.12 with respect to Assets and Assigned Leases). Other than the security interest granted to the Security Trustee pursuant to this Agreement or any security interest previously granted that shall be terminated, released and/or discharged as of the date this representation and warranty is given, such Grantor has not pledged, assigned, sold or granted a security interest in any of the Collateral Agent have or authorized, and is not aware of, the filing of any financing statements or other instruments similar in effect or the registration of any International Interest or Prospective International Interest against such Grantor, any Asset or the Collateral other than any financing statement or registration of an International Interest or Prospective International Interest relating to the security interest granted to the Security Trustee hereunder or otherwise in respect of Required Cape Town Registrations or that has been terminated (or that relate to the extent permitted hereby or any security interest previously granted that has been terminated and such filing is in the course of being terminated), in each case as of future the date this representation and warranty is given as to such Grantor, Asset and Collateral, will be) duly taken, enforceable . There are no judgment or tax lien filings against the applicable Grantors and creditors of and purchasers from such Grantorsany Grantor. (c) No The name of such Grantor has any trade names except as set forth it appears on Schedule III heretothe signature pages hereto or on the applicable Grantor Supplement is its name as it appears on the public record of its jurisdiction of organization or incorporation or, in the case of a trust, provides the name specified for the trust in its organizational documents and indicates that it is a trust. (d) No consent of any other Person and no authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or other third party (including, for the avoidance of doubt, the International Registry) is required under any applicable law that is necessary to comply with the Express Perfection Requirements either (i) for the grant by such Grantor of the assignment and security interest granted hereby, (ii) for the execution, delivery or performance of this Agreement or any other Related Document by such Grantor or (iii) for the perfection or maintenance of the pledge, assignment and security interest created herebyhereby (but only to the extent provided in Section 3.12 with respect to Assets and Assigned Leases), except for (A) the filing of financing and continuation statements under the UCC, (B) the Required Cape Town Registrations, (C) such filings with the applicable Irish filings pursuant to Section 2.08(e) FAA and any other Applicable Aviation Authority, (D) as otherwise described in a Grantor Supplement or Collateral Supplement, (E) such other filings as are required under other relevant local law and (F) consents to, or authorizations or approvals of, filings, in each case that have been or will be given, obtained or made, as the case of Grantors that are not domiciled in the United States or a state thereofmay be. (e) The chief place jurisdiction of business, organizational identification number (if applicable) and chief executive organization or registered office incorporation of such Grantor is set forth on Schedule III, as supplemented by any Grantor Supplement, and, if applicable to Confidential Treatment Requested: Information for which confidential treatment has been requested is omitted and is noted with asterisks. An unredacted version of this document has been filed separately with the Securities and Exchange Commission. determine such Grantor's location for purposes of the UCC, the office where such Grantor keeps records of or relating to the Collateral are is located at the address specified opposite the name of such Grantor on the attached Schedule IV orIII, in the case of records, at ILFCas supplemented by any Grantor Supplement. (f) The Pledged Stock issued or held by such Grantor (if any) constitutes the percentage of the issued and outstanding shares Stock of capital stock such Grantor indicated on Schedule I, as supplemented by any Grantor Supplement or Collateral Supplement executed and delivered by any Grantor. The Pledged Beneficial Interests issued or held by such Grantor (if any) constitute the percentage of the Beneficial Interests of the issuers thereof indicated on the attached Schedule II. The Pledged Membership Interests constitute the percentage of the membership interest of the issuer thereofI, as indicated on Schedule II hereto. The Pledged Beneficial Interests constitute the percentage of the beneficial interest of the issuer thereof indicated on Schedule II heretosupplemented by any Grantor Supplement or Collateral Supplement executed and delivered by any Grantor. (g) If such Grantor is a trust or company (including an Asset Trustee) that holds legal title to an Asset, it is situated in a Contracting State (or another jurisdiction if necessary or desirable for tax, registration or other lease or ownership structuring reasons) and has the power to dispose of each Asset that it owns and the right to assign the International Interest provided for in each Cape Town Lease under which it is the lessor and all associated rights in respect of such Cape Town Lease that form part of the Collateral. If such Grantor is the lessor under a Cape Town Lease, upon the registration of such Cape Town Lease as an International Interest, it shall have the right to assign the International Interest provided for in such Cape Town Lease and all associated rights in respect of such Cape Town Lease that form part of the Collateral. (h) The Pledged Stock, the Pledged Membership Interests Stock and the Pledged Beneficial Interests (and, as applicable, the interests constituting the Membership Interest Collateral (if any)) that are issued or held by such Grantor (i) have been duly authorized and validly issued and are fully paid up and nonassessablenonassessable (or, in the case of the Pledged Beneficial Interests (or, as applicable, Membership Interest Collateral), not subject to any capital call or other additional capital requirement) and not subject to any preemptive rights, warrants, options or similar rights or restrictions in favor of third parties or any contractual or other restrictions upon transfer other than in favor of Lessees or otherwise as permitted or required under the Indenture and (ii) constitute all of the outstanding shares of capital stock, all of the beneficial interests and, as applicable, all of the membership interests in all of the direct and indirect Issuer Subsidiaries as of the date hereof. The Pledged Debt that is issued or held by such Grantor has been duly authorized authorized, authenticated or issued and delivered and delivered, is the legal, valid and binding obligation of each applicable Borrower Party thereunderobligor thereunder and is not in default. (hi) The Pledged Stock A true and complete copy of each Assigned Agreement and each Assigned Part-Out Agreement in effect to which such Grantor is a party on the Pledged Membership Interests constitute Initial Closing Date or on the date of any Grantor Supplement or Collateral Supplement to which such Grantor is a party, as applicable, has been delivered to the Security Trustee. Each such Assigned Agreement and each such Assigned Part-Out Agreement, as of the Initial Closing Date or as of the date of such Grantor Supplement or Collateral Supplement, as applicable, has been duly authorized, executed and delivered, is in full force and effect and is binding upon and enforceable against all parties thereto in accordance with its terms. Confidential Treatment Requested: Information for which confidential treatment has been requested is omitted and is noted with asterisks. An unredacted version of this document has been filed separately with the Securities and Exchange Commission. (j) Each Account that exists on the Initial Closing Date or that is established and maintained thereafter for the benefit of such Grantor in accordance with Section 3.01 of the Indenture constitutes a “certificated securitiesdeposit account” within the meaning of Section 9-102(a)(29) of the UCC and, to the extent that the Trustee invests the Balance therein in Permitted Investments, a “securities account” within the meaning of Section 8-102(4501 of the UCC. (k) Each of the Hedge Agreements and Asset Interests constitute “general intangibles” within the meaning of Section 9-102(a)(42) of the UCC. If . (l) The Pledged Stock and the issuer thereof is organized under Pledged Beneficial Interests issued or held by such Grantor (if any) constitute "certificated securities" within the laws meaning of Section 8-102(a)(4) of the United States or a state thereofUCC, other than (i) the terms of any Pledged Equity Membership Interest Collateral that does not expressly provide that such Pledged Equity Membership Interest Collateral shall be governed by Article 8 of the Uniform Commercial Code UCC as in effect in the jurisdiction of the issuer of such Pledged Membership Interest Collateral, (ii) any Pledged Stock or such Article 8 shall be applicable thereto under applicable Laws. Any Certificated Security or Instrument evidencing the Pledged Stock, the Pledged Debt, the Pledged Beneficial Interests, Interests which constitute "uncertificated securities" within the meaning of Section 8-102(a)(18) of the UCC or (iii) any Pledged Membership Beneficial Interests and any Investment Collateral have been delivered to which do not constitute “securities” within the Collateral Agent in accordance with meaning of Section 2.05 and 2.078-102(a)(15) of the UCC. The Pledged Stock and the Pledged Membership Interest Beneficial Interests issued or held by such Grantor (if any) that constitute certificated securities have been delivered to the Security Trustee and either (iA) are in bearer form, (iiB) have been indorsed, by an effective indorsement, to the Collateral Agent Security Trustee or in blank or (iiiC) have been registered in the name of the Collateral AgentSecurity Trustee. The Security Trustee is the registered holder of the Pledged Stock and the Pledged Beneficial Interests issued or held by such Grantor (if any) constituting uncertificated securities which are registered. None of the Pledged Stock, Stock or the Pledged Beneficial Interests and the Pledged Membership Interest issued or held by such Grantor (if any) that constitute or evidence the Collateral have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any person Person other than the Collateral Agent Security Trustee. (other than those agreed by the secured parties referenced therein to be terminated m) Each Asset Trust (or released). Any Pledged Beneficial Interests either Asset Trustee in respect of each Asset (im) constitute “certificated securities” within the meaning of Section 8-102(a)(4Trust) that is a Grantor hereunder represents and warrants as of the UCCInitial Closing Date if it is a party to this Agreement as of such date or if it is not a party as of such date, as of the date it becomes a party to this Agreement, and as of each subsequent date on which such Grantor acquires an Asset, that it is duly qualified to act as a trust or a trustee (as applicable) in each jurisdiction necessary in order for the Security Trustee to enforce its rights in the Collateral, that it has the power and authority to execute and deliver this Agreement and the other Related Documents to which it is a party and to carry out their terms and to grant the security interest in the Collateral to the Security Trustee, and that the execution, delivery and performance of this Agreement and the other Related Documents to which such Grantor is a party have been delivered to the Collateral Agent and (1) are in bearer form, (2) have been indorsed, duly authorized by an effective indorsement, to the Collateral Agent or in blank or (3) have been registered in the name of the Collateral Agent or (ii) a fully executed “control agreement” has been delivered to the Collateral Agent with respect to such Pledged Beneficial Interestsall necessary action.

Representations and Warranties of the Grantors. Each Grantor represents and warrants as of the date of this Agreement, the Effective Date, each Release Date in respect of which such Grantor is a Relevant Release Party and as of each date on which such Grantor executes and delivers a Grantor Supplement or a Collateral Supplement, as follows: (a) Each Pool Aircraft is legally and beneficially Owned by the Owner Subsidiary identified as the Owner of such Pool Aircraft in the applicable Release Request or legally Owned by the Owner Subsidiary and beneficially Owned by a Subsidiary Holdco or another Owner Subsidiary, except to the extent of the Local Requirements Exception and as provided in the definition of “Own”. None of the Pool Aircraft Assets has been sold in violation of the provisions of the Loan Documents, or is currently pledged, assigned or otherwise encumbered except for Permitted Liens, and no Pool Aircraft Assets are described in (i) any UCC financing statements filed against any Transaction Party other than UCC financing statements which have been (or have been agreed by the secured parties referenced therein to be) terminated and UCC Financing Statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry (which for the avoidance of doubt, shall not include any contract of sale) or filing records that may be applicable to the Pool Aircraft or Collateral in any other relevant jurisdiction, other than such filings or registrations that have been (or have been agreed by the secured parties referenced therein to be) terminated or that have been made in connection with Permitted Liens. Except to the extent of the Local Requirements Exception and as provided in the definition of “Own”, the Grantors are the legal and beneficial owners of the Collateral. None of the Collateral has been sold in violation of the provisions of the Loan Documents, or is currently pledged, assigned or otherwise encumbered other than pursuant to the terms of the Loan Documents and except for Permitted Liens. No Collateral is described in (i) any UCC financing statements filed against any Pledged Equity Party other than UCC financing statements which have been (or have been agreed by the secured parties referenced therein to be) terminated and the UCC financing statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry (which for the avoidance of doubt, shall not include any contract of sale), or filing records that may be applicable to the Collateral in any other relevant jurisdiction, other than such filings or registrations that have been (or have been agreed by the secured parties referenced therein to be) terminated or that have been made in connection with Permitted Liens, this Agreement or any other security document in favor of the Collateral Agent for the benefit of the Secured Parties, or, with respect to any Lease, in favor of the applicable Lessor Subsidiary or the Lessee thereunder. (b) In each case as and to the extent required under the Express Perfection Requirements, this Agreement creates a valid and (upon the taking of the actions required hereby) perfected security interest in favor of the Collateral Agent in the Collateral as security for the Secured Obligations, subject in priority to no other Liens (other than Permitted Liens), and all filings and other actions necessary to perfect and protect such security interest as a first priority security interest of the Collateral Agent have been (or to the extent permitted hereby or in the case of future Collateral, will be) duly taken, enforceable against the applicable Grantors and creditors of and purchasers from such Grantors. (c) No Grantor has any trade names except as set forth on Schedule III hereto. (d) No consent of any other Person and no authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or other third party (including, for the avoidance of doubt, the International Registry) is required under any applicable law that is necessary to comply with the Express Perfection Requirements (i) for the grant by such Grantor of the assignment and security interest granted hereby, (ii) for the execution, delivery or performance of this Agreement by such Grantor or (iii) for the perfection or maintenance of the pledge, assignment and security interest created hereby, except for (A) the filing of financing and continuation statements under the UCC, (B) the Required Cape Town Registrations, (C) the applicable Irish filings pursuant to Section 2.08(e) and (D) such other filings as are required under relevant local law in the case of Grantors that are not domiciled in the United States or a state thereof. (e) The chief place of business, organizational identification number (if applicable) and chief executive or registered office of such Grantor and the office where such Grantor keeps records of the Collateral are located at the address specified opposite the name of such Grantor on the attached Schedule IV or, in the case of records, at ILFC. (f) The Pledged Stock constitutes the percentage of the issued and outstanding shares of capital stock of the issuers thereof indicated on the attached Schedule II. The Pledged Membership Interests constitute the percentage of the membership interest of the issuer thereof, as indicated on Schedule II hereto. The Pledged Beneficial Interests constitute the percentage of the beneficial interest of the issuer thereof indicated on Schedule II hereto. (g) The Pledged Stock, the Pledged Membership Interests and the Pledged Beneficial Interests have been duly authorized and validly issued and are fully paid up and nonassessable. The Pledged Debt has been duly authorized or issued and delivered and is the legal, valid and binding obligation of each applicable Borrower Party thereunder. (h) The Pledged Stock and the Pledged Membership Interests constitute “certificated securities” within the meaning of Section 8-102(4) of the UCC. If the issuer thereof is organized under the laws of the United States or a state thereof, the terms of any Pledged Equity Interest expressly provide that such Pledged Equity Interest shall be governed by Article 8 of the Uniform Commercial Code as in effect in the jurisdiction of the issuer of such Pledged Membership Interest or such Article 8 shall be applicable thereto under applicable Laws. Any Certificated Security or Instrument evidencing the Pledged Stock, the Pledged Debt, the Pledged Beneficial Interests, the Pledged Membership Interests and any Investment Collateral have been delivered to the Collateral Agent in accordance with Section 2.05 and 2.07. The Pledged Stock and the Pledged Membership Interest either (i) are in bearer form, (ii) have been indorsed, by an effective indorsement, to the Collateral Agent or in blank or (iii) have been registered in the name of the Collateral Agent. None of the Pledged Stock, the Pledged Beneficial Interests and the Pledged Membership Interest that constitute or evidence the Collateral have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any person other than the Collateral Agent (other than those agreed by the secured parties referenced therein to be terminated or released). Any Pledged Beneficial Interests either (i) constitute “certificated securities” within the meaning of Section 8-102(a)(4) of the UCC, have been delivered to the Collateral Agent and (1) are in bearer form, (2) have been indorsed, by an effective indorsement, to the Collateral Agent or in blank or (3) have been registered in the name of the Collateral Agent or (ii) a fully executed “control agreement” has been delivered to the Collateral Agent with respect to such Pledged Beneficial Interests.

Representations and Warranties of the Grantors. Each Grantor represents and warrants as of the date of this Agreement, the Effective Date, each Release Date in respect of which such Grantor is a Relevant Release Party and as of each date subsequent Closing Date and each Delivery Date on which such Grantor executes and delivers a Grantor Supplement or a Collateral Supplementaccepts an Aircraft, as follows: (a) Each Pool Aircraft is legally and beneficially Owned by the Owner Subsidiary identified as the Owner of such Pool Aircraft in the applicable Release Request or legally Owned by the Owner Subsidiary and beneficially Owned by a Subsidiary Holdco or another Owner Subsidiary, except to the extent of the Local Requirements Exception and as provided in the definition of “Own”. None of the Pool Aircraft Assets has been sold in violation of the provisions of the Loan Documents, or is currently pledged, assigned or otherwise encumbered except for Permitted Liens, and no Pool Aircraft Assets are described in (i) any UCC financing statements filed against any Transaction Party other than UCC financing statements which have been (or have been agreed by the secured parties referenced therein to be) terminated and UCC Financing Statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry (which for the avoidance of doubt, shall not include any contract of sale) or filing records that may be applicable to the Pool Aircraft or Collateral in any other relevant jurisdiction, other than such filings or registrations that have been (or have been agreed by the secured parties referenced therein to be) terminated or that have been made in connection with Permitted Liens. Except to the extent of the Local Requirements Exception and as provided in the definition of “Own”, the The Grantors are the legal and beneficial owners of the Collateral. None owner of the Collateral has been sold in violation free and clear of the provisions of the Loan Documents, or is currently pledged, assigned or otherwise encumbered any Encumbrance (other than pursuant to the terms of the Loan Documents and except for Permitted Liens. No Collateral is described in (i) any UCC financing statements filed against any Pledged Equity Party other than UCC financing statements which have been (or have been agreed by the secured parties referenced therein to be) terminated and the UCC financing statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry (which for the avoidance of doubt, shall not include any contract of saleEncumbrances), or filing records that may be applicable to the Collateral in any other relevant jurisdiction, other than that of this Agreement. No effective financing statement or other instrument similar in effect covering all or any part of the Collateral is on file in any recording office, except such filings or registrations that as may have been (or have been agreed by the secured parties referenced therein to be) terminated or that have been made in connection with Permitted Liens, this Agreement or any other security document filed in favor of the Collateral Agent for the benefit of the Secured Parties, or, with respect Security Trustee relating to any Lease, in favor of the applicable Lessor Subsidiary or the Lessee thereunderCollateral. (b) In each case as and to the extent required under the Express Perfection Requirements, this This Agreement creates a valid and (upon the taking of the actions required hereby) perfected security interest in favor of the Collateral Agent in the Collateral as security for the Secured Obligations, subject in priority to no other Liens Encumbrances (other than Permitted LiensEncumbrances), and all filings and other actions necessary or desirable to perfect and protect such security interest as a first priority security interest of the Collateral Agent have been (or to the extent permitted hereby or in the case of future Collateral, Collateral will be) duly taken, enforceable against the applicable Grantors and creditors of and purchasers from such Grantors. (c) No Grantor has any trade names except as set forth on Schedule III hereto. (d) No consent of any other Person and no authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or other third party (including, for the avoidance of doubt, the International Registry) is required under any applicable law that is necessary to comply with the Express Perfection Requirements either (i) for the grant by such Grantor of the assignment and security interest granted hereby, (ii) for the execution, delivery or performance of this Agreement by such Grantor or (iii) for the perfection or maintenance of the pledge, assignment and security interest created hereby, except for (A) the filing of financing and continuation statements under the UCC, (B) the Required Cape Town Registrations, (C) the applicable Irish filings pursuant to Section 2.08(e) and (D) such other filings as are required under relevant local law in the case of Grantors that are not domiciled in the United States or a state thereofUniform Commercial Code. (e) The chief place of business, organizational identification number (if applicable) business and chief executive or registered office of such Grantor and the office where such Grantor keeps records of the Collateral are located at the address specified opposite the name of such Grantor on the attached Schedule IV or, in the case of records, at ILFCIV. (f) The Pledged Stock constitutes the percentage of the issued and outstanding shares of capital stock of the issuers thereof indicated on the attached Schedule II. The Pledged Membership Interests constitute the percentage of the membership interest of the issuer thereof, as indicated on Schedule II hereto. I. The Pledged Beneficial Interests constitute Interest constitutes the percentage of the beneficial interest of the issuer thereof indicated on Schedule II I hereto. (g) The Pledged Stock, the Pledged Membership Interests Stock and the Pledged Beneficial Interests Interest have been duly authorized and validly issued and are fully paid up and nonassessable. The Pledged Debt has been duly authorized authorized, authenticated or issued and delivered and delivered, is the legal, valid and binding obligation of each applicable Borrower Party thereunderobligor thereunder and is not in default. (h) The Pledged Stock A true and the Pledged Membership Interests constitute “certificated securities” within the meaning complete copy of Section 8-102(4) of the UCC. If the issuer thereof is organized under the laws of the United States or a state thereof, the terms of any Pledged Equity Interest expressly provide that such Pledged Equity Interest shall be governed by Article 8 of the Uniform Commercial Code as each Assigned Agreement in effect in on the jurisdiction of the issuer of such Pledged Membership Interest or such Article 8 shall be applicable thereto under applicable Laws. Any Certificated Security or Instrument evidencing the Pledged Stock, the Pledged Debt, the Pledged Beneficial Interests, the Pledged Membership Interests and any Investment Collateral have been delivered to the Collateral Agent in accordance with Section 2.05 and 2.07. The Pledged Stock and the Pledged Membership Interest either (i) are in bearer form, (ii) have been indorsed, by an effective indorsement, to the Collateral Agent or in blank or (iii) have been registered in the name of the Collateral Agent. None of the Pledged Stock, the Pledged Beneficial Interests and the Pledged Membership Interest that constitute or evidence the Collateral have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any person other than the Collateral Agent (other than those agreed by the secured parties referenced therein to be terminated or released). Any Pledged Beneficial Interests either (i) constitute “certificated securities” within the meaning of Section 8-102(a)(4) of the UCC, have been delivered to the Collateral Agent and (1) are in bearer form, (2) have been indorsed, by an effective indorsement, to the Collateral Agent or in blank or (3) have been registered in the name of the Collateral Agent or (ii) a fully executed “control agreement” Initial Closing Date has been delivered to the Security Trustee. Each Assigned Document upon its inclusion in the Collateral Agent will have been duly authorized, executed and delivered by the relevant Grantors, will be in full force and effect and will be binding upon and enforceable against all parties thereto in accordance with respect to such Pledged Beneficial Intereststheir terms.

Representations and Warranties of the Grantors. Each Grantor (other than the Issuer) represents and warrants as of the date of this Agreement, the Effective Initial Closing Date, each Release Date in respect if it is a party to this Agreement on such date, or as of which the date such Grantor is becomes a Relevant Release Party party to this Agreement by the execution and as delivery of each date on which such Grantor executes and delivers a Grantor Supplement or and, with respect to all Collateral, as of the date such Collateral becomes a Collateral Supplementpart of the Collateral, as follows: (a) Each Pool Aircraft Such Grantor is legally and beneficially Owned by the Owner Subsidiary identified as the Owner of such Pool Aircraft in the applicable Release Request or legally Owned by the Owner Subsidiary and beneficially Owned by a Subsidiary Holdco or another Owner Subsidiary, except to the extent of the Local Requirements Exception and as provided in the definition of “Own”. None of the Pool Aircraft Assets has been sold in violation of the provisions of the Loan Documents, or is currently pledged, assigned or otherwise encumbered except for Permitted Liens, and no Pool Aircraft Assets are described in (i) any UCC financing statements filed against any Transaction Party other than UCC financing statements which have been (or have been agreed by the secured parties referenced therein to be) terminated and UCC Financing Statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry (which for the avoidance of doubt, shall not include any contract of sale) or filing records that may be applicable to the Pool Aircraft or Collateral in any other relevant jurisdiction, other than such filings or registrations that have been (or have been agreed by the secured parties referenced therein to be) terminated or that have been made in connection with Permitted Liens. Except to the extent of the Local Requirements Exception and as provided in the definition of “Own”, the Grantors are the legal and beneficial owners of the Collateral. None owner of the Collateral has been sold in violation pledged by it hereunder free and clear of the provisions of the Loan Documents, or is currently pledged, assigned or otherwise encumbered any and all Encumbrances (other than pursuant to the terms of the Loan Documents and except for Permitted Liens. No Collateral is described in (i) any UCC financing statements filed against any Pledged Equity Party other than UCC financing statements which have been (or have been agreed by the secured parties referenced therein to be) terminated and the UCC financing statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry (which for the avoidance of doubt, shall not include any contract of saleEncumbrances), or filing records that may be applicable to the Collateral in any other relevant jurisdiction, other than such filings or registrations that have been (or have been agreed by the secured parties referenced therein to be) terminated or that have been made in connection with Permitted Liens, this Agreement or any other security document in favor of the Collateral Agent for the benefit of the Secured Parties, or, with respect to any Lease, in favor of the applicable Lessor Subsidiary or the Lessee thereunder. (b) In each case as and to the extent required under the Express Perfection Requirements, this This Agreement creates a valid and (and, upon the taking of the actions required hereby) , perfected security interest in favor the Collateral (other than (a) the Assets and Assigned Leases to the extent the registrations and filings provided in Section 3.12 are insufficient for such purpose, (b) with respect to insurance policies to the extent that Article 9 of the UCC does not apply to such Collateral Agent in and (c) letters of credit, except to the Collateral extent any such letter of credit constitutes supporting obligations of any Assigned Lease) as security for the Secured Obligations, subject in priority to no other Liens Encumbrances (other than Permitted LiensEncumbrances), and all filings and other actions necessary or desirable to perfect and protect [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. Confidential Treatment Requested: Information for which confidential treatment has been requested is omitted and is noted with asterisks. An unredacted version of this document has been filed separately with the Securities and Exchange Commission. such security interest as a first priority have been duly taken (but only to the extent provided in Section 3.12 with respect to Assets and Assigned Leases). Other than the security interest granted to the Security Trustee pursuant to this Agreement or any security interest previously granted that shall be terminated, released and/or discharged as of the date this representation and warranty is given, such Grantor has not pledged, assigned, sold or granted a security interest in any of the Collateral Agent have or authorized, and is not aware of, the filing of any financing statements or other instruments similar in effect or the registration of any International Interest or Prospective International Interest against such Grantor, any Asset or the Collateral other than any financing statement or registration of an International Interest or Prospective International Interest relating to the security interest granted to the Security Trustee hereunder or otherwise in respect of Required Cape Town Registrations or that has been terminated (or that relate to the extent permitted hereby or any security interest previously granted that has been terminated and such filing is in the course of being terminated), in each case as of future the date this representation and warranty is given as to such Grantor, Asset and Collateral, will be) duly taken, enforceable . There are no judgment or tax lien filings against the applicable Grantors and creditors of and purchasers from such Grantorsany Grantor. (c) No The name of such Grantor has any trade names except as set forth it appears on Schedule III heretothe signature pages hereto or on the applicable Grantor Supplement is its name as it appears on the public record of its jurisdiction of organization or incorporation or, in the case of a trust, provides the name specified for the trust in its organizational documents and indicates that it is a trust. (d) No consent of any other Person and no authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or other third party (including, for the avoidance of doubt, the International Registry) is required under any applicable law that is necessary to comply with the Express Perfection Requirements either (i) for the grant by such Grantor of the assignment and security interest granted hereby, (ii) for the execution, delivery or performance of this Agreement or any other Related Document by such Grantor or (iii) for the perfection or maintenance of the pledge, assignment and security interest created herebyhereby (but only to the extent provided in Section 3.12 with respect to Assets and Assigned Leases), except for (A) the filing of financing and continuation statements under the UCC, (B) the Required Cape Town Registrations, (C) such filings with the applicable Irish filings pursuant to Section 2.08(e) FAA and any other Applicable Aviation Authority, (D) as otherwise described in a Grantor Supplement or Collateral Supplement, (E) such other filings as are required under other relevant local law and (F) consents to, or authorizations or approvals of, filings, in each case that have been or will be given, obtained or made, as the case of Grantors that are not domiciled in the United States or a state thereofmay be. (e) The chief place jurisdiction of business, organizational identification number (if applicable) and chief executive organization or registered office incorporation of such Grantor and is set forth on Schedule III, as supplemented by any Grantor Supplement, and, if applicable to determine such Grantor's location for purposes of the UCC, the office where such Grantor keeps records of or relating to the Collateral are is located at the address specified opposite the name of such Grantor on the attached Schedule IV orIII, in the case of records, at ILFCas supplemented by any Grantor Supplement. (f) The Pledged Stock issued or held by such Grantor (if any) constitutes the percentage of the issued and outstanding shares Stock of capital stock such Grantor indicated on Schedule I, as supplemented by any Grantor Supplement or Collateral Supplement executed and delivered by any Grantor. The Pledged Beneficial Interests issued or held by such Grantor (if any) constitute the percentage of the Beneficial Interests of the issuers thereof indicated on the attached Schedule II. The Pledged Membership Interests constitute the percentage of the membership interest of the issuer thereofI, as indicated on Schedule II hereto[**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. The Pledged Beneficial Interests constitute Confidential Treatment Requested: Information for which confidential treatment has been requested is omitted and is noted with asterisks. An unredacted version of this document has been filed separately with the percentage of the beneficial interest of the issuer thereof indicated on Schedule II heretoSecurities and Exchange Commission. supplemented by any Grantor Supplement or Collateral Supplement executed and delivered by any Grantor. (g) If such Grantor is a trust or company (including an Asset Trustee) that holds legal title to an Asset, it is situated in a Contracting State (or another jurisdiction if necessary or desirable for tax, registration or other lease or ownership structuring reasons) and has the power to dispose of each Asset that it owns and the right to assign the International Interest provided for in each Cape Town Lease under which it is the lessor and all associated rights in respect of such Cape Town Lease that form part of the Collateral. If such Grantor is the lessor under a Cape Town Lease, upon the registration of such Cape Town Lease as an International Interest, it shall have the right to assign the International Interest provided for in such Cape Town Lease and all associated rights in respect of such Cape Town Lease that form part of the Collateral. (h) The Pledged Stock, the Pledged Membership Interests Stock and the Pledged Beneficial Interests (and, as applicable, the interests constituting the Membership Interest Collateral (if any)) that are issued or held by such Grantor (i) have been duly authorized and validly issued and are fully paid up and nonassessablenonassessable (or, in the case of the Pledged Beneficial Interests (or, as applicable, Membership Interest Collateral), not subject to any capital call or other additional capital requirement) and not subject to any preemptive rights, warrants, options or similar rights or restrictions in favor of third parties or any contractual or other restrictions upon transfer other than in favor of Lessees or otherwise as permitted or required under the Indenture and (ii) constitute all of the outstanding shares of capital stock, all of the beneficial interests and, as applicable, all of the membership interests in all of the direct and indirect Issuer Subsidiaries as of the date hereof. The Pledged Debt that is issued or held by such Grantor has been duly authorized authorized, authenticated or issued and delivered and delivered, is the legal, valid and binding obligation of each applicable Borrower Party thereunderobligor thereunder and is not in default. (hi) The Pledged Stock A true and complete copy of each Assigned Agreement and each Assigned Part-Out Agreement in effect to which such Grantor is a party on the Pledged Membership Interests constitute Initial Closing Date or on the date of any Grantor Supplement or Collateral Supplement to which such Grantor is a party, as applicable, has been delivered to the Security Trustee. Each such Assigned Agreement and each such Assigned Part-Out Agreement, as of the Initial Closing Date or as of the date of such Grantor Supplement or Collateral Supplement, as applicable, has been duly authorized, executed and delivered, is in full force and effect and is binding upon and enforceable against all parties thereto in accordance with its terms. (j) Each Account that exists on the Initial Closing Date or that is established and maintained thereafter for the benefit of such Grantor in accordance with Section 3.01 of the Indenture constitutes a “certificated securitiesdeposit account” within the meaning of Section 9-102(a)(29) of the UCC and, to the extent that the Trustee invests the Balance therein in Permitted Investments, a “securities account” within the meaning of Section 8-102(4501 of the UCC. (k) Each of the Hedge Agreements and Asset Interests constitute “general intangibles” within the meaning of Section 9-102(a)(42) of the UCC. If [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. Confidential Treatment Requested: Information for which confidential treatment has been requested is omitted and is noted with asterisks. An unredacted version of this document has been filed separately with the issuer thereof is organized under Securities and Exchange Commission. (l) The Pledged Stock and the laws Pledged Beneficial Interests issued or held by such Grantor (if any) constitute "certificated securities" within the meaning of Section 8-102(a)(4) of the United States or a state thereofUCC, other than (i) the terms of any Pledged Equity Membership Interest Collateral that does not expressly provide that such Pledged Equity Membership Interest Collateral shall be governed by Article 8 of the Uniform Commercial Code UCC as in effect in the jurisdiction of the issuer of such Pledged Membership Interest Collateral, (ii) any Pledged Stock or such Article 8 shall be applicable thereto under applicable Laws. Any Certificated Security or Instrument evidencing the Pledged Stock, the Pledged Debt, the Pledged Beneficial Interests, Interests which constitute "uncertificated securities" within the meaning of Section 8-102(a)(18) of the UCC or (iii) any Pledged Membership Beneficial Interests and any Investment Collateral have been delivered to which do not constitute “securities” within the Collateral Agent in accordance with meaning of Section 2.05 and 2.078-102(a)(15) of the UCC. The Pledged Stock and the Pledged Membership Interest Beneficial Interests issued or held by such Grantor (if any) that constitute certificated securities have been delivered to the Security Trustee and either (iA) are in bearer form, (iiB) have been indorsed, by an effective indorsement, to the Collateral Agent Security Trustee or in blank or (iiiC) have been registered in the name of the Collateral AgentSecurity Trustee. The Security Trustee is the registered holder of the Pledged Stock and the Pledged Beneficial Interests issued or held by such Grantor (if any) constituting uncertificated securities which are registered. None of the Pledged Stock, Stock or the Pledged Beneficial Interests and the Pledged Membership Interest issued or held by such Grantor (if any) that constitute or evidence the Collateral have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any person Person other than the Collateral Agent Security Trustee. (other than those agreed by the secured parties referenced therein to be terminated m) Each Asset Trust (or released). Any Pledged Beneficial Interests either Asset Trustee in respect of each Asset (im) constitute “certificated securities” within the meaning of Section 8-102(a)(4Trust) that is a Grantor hereunder represents and warrants as of the UCCInitial Closing Date if it is a party to this Agreement as of such date or if it is not a party as of such date, as of the date it becomes a party to this Agreement, and as of each subsequent date on which such Grantor acquires an Asset, that it is duly qualified to act as a trust or a trustee (as applicable) in each jurisdiction necessary in order for the Security Trustee to enforce its rights in the Collateral, that it has the power and authority to execute and deliver this Agreement and the other Related Documents to which it is a party and to carry out their terms and to grant the security interest in the Collateral to the Security Trustee, and that the execution, delivery and performance of this Agreement and the other Related Documents to which such Grantor is a party have been delivered to the Collateral Agent and (1) are in bearer form, (2) have been indorsed, duly authorized by an effective indorsement, to the Collateral Agent or in blank or (3) have been registered in the name of the Collateral Agent or (ii) a fully executed “control agreement” has been delivered to the Collateral Agent with respect to such Pledged Beneficial Interestsall necessary action.

Representations and Warranties of the Grantors. Each Grantor represents and warrants as of the date of this Agreement, the Effective Date, each Release Date in respect of which such Grantor is a Relevant Release Party and as of each date on which such Grantor executes subjects a new Pool Aircraft to this Agreement solely with respect to such Pool Aircraft and delivers a Grantor Supplement or a Collateral Supplementsuch Grantor, as follows: (a) Each Pool Aircraft and other item of Aircraft Collateral is legally and beneficially either Owned by the Owner Subsidiary identified as the Owner of such Pool Aircraft in the applicable Release Request Issuer or another Grantor or legally Owned owned by a Grantor that is an Owner Trust or SPC and beneficially owned by the Owner Subsidiary and beneficially Owned by a Subsidiary Holdco Issuer or another Owner Subsidiaryany other Grantor, in each case except to the extent of the Local Requirements Exception and as provided in the definition of “Own”Exception. None of the Pool Aircraft Assets has been sold in violation of the provisions of the Loan Documents, or is currently pledged, assigned or otherwise encumbered except for Permitted Liens, and no Pool Aircraft Assets are described in (i) any UCC financing statements filed against any Transaction Party other than UCC financing statements which have been (or have been agreed by the secured parties referenced therein to be) terminated and UCC Financing Statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry (which for the avoidance of doubt, shall not include any contract of sale) or filing records that may be applicable to the Pool Aircraft or Collateral in any other relevant jurisdiction, other than such filings or registrations that have been (or have been agreed by the secured parties referenced therein to be) terminated or that have been made in connection with Permitted Liens. Except to the extent of the Local Requirements Exception and as provided in the definition of “Own”, the The Grantors are the legal and beneficial owners of the other Collateral. None of the Collateral has been sold in violation of the provisions of the Loan Documents, or is currently pledged, assigned or otherwise encumbered other than pursuant to the terms of the Loan Documents and this Agreement except for Permitted Liens. No , and no Collateral is described in (i) any UCC financing statements filed against any Pledged Equity Party Grantor other than UCC financing statements which have been (or have been are agreed by to be terminated or assigned or agreed to be assigned to the secured parties referenced therein to be) terminated Security Trustee and the UCC financing statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry (which for the avoidance of doubt, shall not include any contract Contract of saleSale in favor of any Grantor), or filing records that may be applicable to the Collateral in any other relevant jurisdiction, other than such pledges, assignments or other encumbrances or such filings or registrations that have been (assigned or have been agreed by to be assigned to the secured parties referenced therein Security Trustee or terminated or are agreed to be) be terminated or that have been made in connection with Permitted Liens, this Agreement or any other security document Security Document in favor of the Collateral Agent Security Trustee for the benefit of the Secured Parties, or, with respect to any Leasethe Leases, in favor of the applicable Lessor Subsidiary Grantors or the Lessee thereunder. (b) In each case as and to the extent required under the Express Perfection Requirements, this This Agreement creates a valid and (upon the taking of the actions required hereby) perfected security interest in favor of the Collateral Agent Security Trustee in the Collateral as security for the Secured Obligations, subject in priority to no other Liens (other than Permitted Liens), and all filings and other actions necessary to perfect and protect such security interest as a first priority security interest of the Collateral Agent Security Trustee have been (or to the extent permitted hereby hereby, or in the case of future Collateral, will be) duly taken, taken and are enforceable against the applicable Grantors and creditors of and purchasers from such Grantors, except in each case that only the Express Perfection Requirements shall be required to be satisfied. (c) No Grantor has any trade names except as set forth on Schedule III hereto. (d) No consent of any other Person and no authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body Governmental Authority or other third party (including, for the avoidance of doubt, the International Registry) is required under any applicable law that is necessary the laws of the United States or Ireland (or, to comply with the extent of the Express Perfection Requirements Requirements, with respect to any Pool Aircraft that is not registered in a jurisdiction that has Ratified the Cape Town Convention, and any related Assigned Lease, under relevant local law) either (i) for the grant by such Grantor of the assignment and security interest granted hereby, (ii) for the execution, delivery or performance of this Agreement by such Grantor or (iii) for the perfection or maintenance of the pledge, assignment and security interest created hereby, except for (A) with respect to each Pool Aircraft whose country of registration is the United States of America, the filing with the FAA, in due form, for recordation where applicable, pursuant to Section 40102 and Section 44101 through Section 44112 of Title 49, United States Code, “Transportation,” of any and all title, registration and financing documentation necessary to accomplish the purposes of this Agreement, including each of the Relevant FAA Aircraft Mortgages, each of the Relevant FAA Aircraft Mortgages and continuation statements under Lease Assignments and/or each of the UCCRelevant FAA Lease Security Assignments, as applicable, with respect to such Pool Aircraft and/or the related Assigned Lease, (B) the Required Cape Town Registrations, (C) the filing of financing and continuation statements under the UCC, (D) the applicable Irish filings pursuant to Section 2.08(e2.08(f) and (DE) to the extent of the Express Perfection Requirements, such other filings as are required under relevant local law in the case of Grantors each Pool Aircraft that are is not domiciled registered in a jurisdiction that has Ratified the United States or a state thereofCape Town Convention and, in each case, the related Assigned Leases. (e) The chief place of business, organizational identification number (if applicable) and chief executive or registered office of such Grantor and the office where such Grantor keeps records of the Collateral are located at the address specified opposite the name of such Grantor on the attached Schedule IV orIV. If such Grantor is the lessor under a Cape Town Lease, it has the right to assign the International Interest provided for in such Cape Town Lease and all associated rights in respect of such Cape Town Lease that form part of the case of records, at ILFCCollateral. (f) The Pledged Stock constitutes the percentage of the issued and outstanding shares of capital stock of the issuers thereof indicated on the attached Schedule II. The Pledged Membership Interests constitute the percentage of the membership interest of the issuer thereof, as indicated on Schedule II hereto. The Pledged Beneficial Interests constitute the percentage of the beneficial interest of the issuer thereof indicated on Schedule II hereto. (g) The Pledged Stock, the Pledged Membership Interests and the Pledged Beneficial Interests have been duly authorized and validly issued and are fully paid up and nonassessable. The Pledged Debt has been duly authorized or issued and delivered and is the legal, valid and binding obligation of each applicable Borrower Party thereundernon-assessable. (h) The Pledged Stock and the Pledged Membership Interests constitute “certificated securities” within the meaning of Section 8-102(4) of the UCC. If the issuer thereof is organized under the laws of the United States or a state thereof, the terms of any Pledged Equity Interest expressly provide that such Pledged Equity Interest shall be governed by Article 8 of the Uniform Commercial Code as in effect in the jurisdiction of the issuer of such Pledged Membership Interest or such Article 8 shall be applicable thereto under applicable Laws. Any Certificated Security or Instrument evidencing the Pledged Stock, the Pledged Debt, the Pledged Beneficial Interests, the Pledged Membership Interests and any Investment Collateral have been delivered to the Collateral Agent in accordance with Section 2.05 and 2.07. The Pledged Stock and the Pledged Membership Interest either (i) are in bearer form, (ii) have been indorsed, by an effective indorsement, to the Collateral Agent or in blank or (iii) have been registered in the name of the Collateral Agent. None of the Pledged Stock, the Pledged Beneficial Interests and the Pledged Membership Interest that constitute or evidence the Collateral have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any person other than the Collateral Agent (other than those agreed by the secured parties referenced therein to be terminated or released). Any Pledged Beneficial Interests either (i) constitute “certificated securities” within the meaning of Section 8-102(a)(4) of the UCC, have been delivered to the Collateral Agent Security Trustee and are either (1) are in bearer form, (2) have been indorsed, by an effective indorsement, to the Collateral Agent Security Trustee or in blank or (3) have been registered in the name of the Collateral Agent Security Trustee or (ii) a fully executed “control agreement” has been delivered to the Collateral Agent Security Trustee with respect to such Pledged Beneficial InterestsInterests or (iii) fully effective UCC Financing Statements or similar filings have been made with respect thereto. None of the Pledged Beneficial Interests that constitute or evidence the Collateral have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any person other than the Security Trustee. (i) A true and complete copy of each Assigned Agreement in effect on the date hereof has been delivered to the Security Trustee. Each Assigned Document upon its inclusion in the Collateral will have been duly authorized, executed and delivered by the relevant Grantors, will be in full force and effect and will be binding upon and enforceable against all parties thereto in accordance with their terms.

Representations and Warranties of the Grantors. Each Grantor represents and warrants as of the date of this Agreement, the Effective Date, each Release Date in respect of which such Grantor is a Relevant Release Party and as of each date subsequent Closing Date and each Acquisition Date on which such Grantor executes and delivers a Grantor Supplement accepts an Aircraft (or a Collateral Supplementthe related Aircraft Interest), as follows: (a) Each Pool Aircraft is legally The Grantors are the legal and beneficially Owned by the Owner Subsidiary identified as the Owner of such Pool Aircraft in the applicable Release Request or legally Owned by the Owner Subsidiary and beneficially Owned by a Subsidiary Holdco or another Owner Subsidiary, except to the extent beneficial owners of the Local Requirements Exception Collateral and as provided in the definition of “Own”. None of the Pool each applicable Aircraft Assets has been sold in violation of the provisions of the Loan Documents, or is currently pledged, assigned or otherwise encumbered (except for Permitted Liens, those Grantors which do not hold title to Aircraft) free and no Pool Aircraft Assets are described in (i) clear of any UCC financing statements filed against any Transaction Party Encumbrance other than UCC Permitted Encumbrances and Encumbrances created under this Agreement. No effective financing statements which have been statement or other instrument similar in effect (or have been agreed by the secured parties referenced therein to be) terminated and UCC Financing Statements filed in connection with Permitted Liens or (ii) any other mortgage registrieswhich, including the International Registry (which for the avoidance of doubt, shall not include any contract Contract of saleSale in favor of any Grantor) covering all or filing records that may be applicable to the Pool Aircraft or Collateral in any other relevant jurisdiction, other than such filings or registrations that have been (or have been agreed by the secured parties referenced therein to be) terminated or that have been made in connection with Permitted Liens. Except to the extent of the Local Requirements Exception and as provided in the definition of “Own”, the Grantors are the legal and beneficial owners of the Collateral. None part of the Collateral has been sold or any International Interest in violation of the provisions of the Loan Documents, or respect thereof is currently pledged, assigned or otherwise encumbered other than pursuant to the terms of the Loan Documents and except for Permitted Liens. No Collateral is described on file in (i) any UCC financing statements filed against any Pledged Equity Party other than UCC financing statements which have been (or have been agreed by the secured parties referenced therein to be) terminated and the UCC financing statements filed in connection with Permitted Liens or (ii) any other mortgage registries, recording office including the International Registry (which for the avoidance of doubtRegistry, shall not include any contract of sale), or filing records that except such as may be applicable to the Collateral in any other relevant jurisdiction, other than such filings or registrations that have been (or have been agreed by the secured parties referenced therein to be) terminated or that have been made in connection with Permitted Liens, this Agreement or any other security document filed in favor of the Collateral Agent for Security Trustee relating to the benefit of the Secured Parties, or, with respect to any Lease, in favor of the applicable Lessor Subsidiary or the Lessee thereunderCollateral. (b) In each case as and to the extent required under the Express Perfection Requirements, this This Agreement creates a valid and (upon the taking of the actions required hereby) perfected security interest in favor of the Collateral Agent in and any Letter of Credit or ‘‘letter of credit right’’ (except to the Collateral extent any such Letter of Credit or ‘‘letter of credit right’’ constitutes supporting obligations of any Assigned Lease) as security for the Secured Obligations, subject in priority to no other Liens Encumbrances (other than Permitted LiensEncumbrances), and all filings and other actions necessary or desirable to perfect and protect such security interest as a first priority security interest of the Collateral Agent have been (or to the extent permitted hereby or in the case of future Collateral, Collateral will be) duly takentaken (except that, enforceable against with respect to the security interest in any Aircraft Object, only the applicable Required Cape Town Registrations pursuant to Section 2.10(e) hereof and UCC financing statement filings shall be required to be made). Except for the security interest granted to the Security Trustee pursuant to this Agreement or any security interest previously granted that shall be terminated as of the date hereof, the Grantors have not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. The Grantors have not authorized the filing of, and creditors are not aware of, any financing statements, title reservation agreements, aircraft mortgages, security agreements or other instruments similar in effect against any Grantor that include a description of and purchasers from such Grantorscollateral covering the Collateral other than any financing statement, title reservation agreements, aircraft mortgages, security agreements or other instruments similar in effect relating to the security interest granted to the Security Trustee hereunder or that has been terminated. The Grantors are not aware of any judgment or tax lien filings against any Grantor. (c) No Grantor has any trade names except as set forth on Schedule III hereto. (d) No consent of any other Person and no authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or other third party (including, for the avoidance of doubt, the International Registry) is required under any applicable law that is necessary to comply with the Express Perfection Requirements either (i) for the grant by such Grantor of the assignment and security interest granted hereby, (ii) for the execution, delivery or performance of this Agreement by such Grantor or (iii) for the perfection or maintenance of the pledge, assignment and security interest created hereby, except for (A) with respect to each Aircraft (and any related Assigned Lease) whose State of Registration is the United States of America wherein the Applicable Aviation Authority is the FAA, the filing with the FAA, in due form, for recordation where applicable, pursuant to Section 40102 and Section 44101 through Section 44112 of Title 49, United States Code, ‘‘Transportation,’’ of any and all title, registration and financing documentation necessary to accomplish the purposes of this Agreement, including, without limitation, an Aircraft Mortgage, an Aircraft Mortgage and continuation statements under Lease Assignment and/or an FAA Lease Security Assignment, as applicable, with respect to such Aircraft and/or the UCCrelated Assigned Lease, (B) the Required Cape Town Registrations, (C) the applicable filing of financing and continuation statements under the UCC, (D) the filing of particulars of charge in the Irish filings pursuant to Section 2.08(e) Companies Registration Office and (DE) such other filings as are required under other relevant local law in the case of Grantors that are not domiciled in the United States or a state thereoflaw. (e) The chief place jurisdiction of businessorganization, organizational identification ID number (if applicable) ), the chief place of business and chief executive or registered office of such Grantor and the office where such Grantor keeps records of the Collateral are located at the address specified opposite the name of such Grantor on the attached Schedule IV orhereto. If such Grantor is the lessor under a Cape Town Lease, it has the right to assign the International Interest provided for in such Cape Town Lease and all associated rights in respect of such Cape Town Lease that form part of the case of records, at ILFCCollateral. (f) The Pledged Stock constitutes Shares constitute the percentage of the issued and outstanding shares of capital stock of the issuers issuer thereof indicated on the attached Schedule II. The Pledged Membership Interests constitute the percentage of the membership interest of the issuer thereof, as indicated on Schedule II I hereto. The Pledged Beneficial Interests constitute the percentage of the beneficial interest of the issuer thereof indicated on Schedule II I hereto. The Pledged Aircraft Interests constitute all of the direct and indirect ownership interests of the Person owning the related Aircraft. (g) The Pledged Stock, the Pledged Membership Interests Shares and the Pledged Beneficial Interests (and, as applicable, the interests constituting the Membership Interest Collateral (if any)) (i) have been duly authorized and validly issued and are fully paid up and nonassessablenonassessable (or, in the case of the Pledged Beneficial Interests (or, as applicable, Membership Interest Collateral), not subject to any capital call or other additional capital requirement) and not subject to any preemptive rights, warrants, options or similar rights or restrictions in favor of third-parties or any contractual or other restrictions upon transfer other than in favor of Lessees or otherwise as permitted or required under the Indentures and (ii) constitute all of the outstanding share of capital stock, all of the beneficial interests and, as applicable, all of the membership interests in all of the direct and indirect Issuer Subsidiaries as of the date hereof. The Pledged Debt has been duly authorized authorized, authenticated or issued and delivered and delivered, is the legal, valid and binding obligation of each applicable Borrower Party thereunderobligor thereunder and is not in default. (h) The Pledged Stock Shares, the Pledged Beneficial Interests and the Pledged Membership Interests Interest Collateral (if any) constitute “‘‘certificated securities” ’’ within the meaning of Section 8-102(4) of the UCC. If the issuer thereof is organized under the laws of the United States or a state thereof, the The terms of any Pledged Equity Membership Interest Collateral (if any) expressly provide that such Pledged Equity Membership Interest Collateral shall be governed by Article 8 of the Uniform Commercial Code as in effect in the jurisdiction of the issuer of such Pledged Membership Interest or such Article 8 shall be applicable thereto under applicable LawsCollateral. Any Certificated Security or Instrument evidencing the The Pledged Stock, the Pledged DebtShares, the Pledged Beneficial Interests, the Pledged Membership Interests and any Investment the Membership Interest Collateral (if any) have been delivered to the Collateral Agent in accordance with Section 2.05 and 2.07Security Trustee. The Pledged Stock Shares, the Pledged Beneficial Interests and the Pledged Membership Interest Collateral (if any) either (i) are in bearer form, (ii) have been indorsed, by an effective indorsement, to the Collateral Agent Security Trustee or in blank or (iii) have been registered in the name of the Collateral AgentSecurity Trustee. None of the Pledged StockShares, the Pledged Beneficial Interests and the Pledged Membership Interest Collateral (if any) that constitute or evidence the Collateral have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any person Person other than the Collateral Agent (other than those agreed by the secured parties referenced therein to be terminated or released). Any Pledged Beneficial Interests either Security Trustee. (i) constitute “certificated securities” A true and complete copy of each Assigned Agreement in effect on the Initial Closing Date has been delivered to the Security Trustee. Each Assigned Document upon its inclusion in the Collateral will have been duly authorized, executed and delivered by the relevant Grantors, will be in full force and effect and will be binding upon and enforceable against all parties thereto in accordance with their terms. (j) Other than the Security Interests granted to the Security Trustee pursuant to this Agreement, the Grantors have not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. The Grantors have not authorized the filing of, and are not aware of, any financing statements against any Grantor that include a description of collateral covering the Collateral other than any financing statement relating to the Security Interests granted to the Security Trustee hereunder or that has been terminated. The Grantors are not aware of any judgment or tax lien filing against any Grantor. (k) A true and complete original copy (or, if not available, a certified true copy) of each Lease to which an Issuer Subsidiary is a party has been delivered to the Security Trustee. Each such Lease has been duly authorized, executed and delivered by all parties thereto, is in full force and effect and is binding upon and enforceable against each Issuer Group Member which is a party thereto in accordance with its terms. Each Lease constitutes ‘‘tangible chattel paper’’ within the meaning of Section 9-102(a)(78) of the UCC. No such Lease has any marks or notations indicating that it has been pledged, assigned or otherwise conveyed to any Person other than the Security Trustee (except for any marks or notations indicating a lien in favor of a prior financing party, which lien has been duly discharged) (l) Each of the Hedge Agreements constitutes ‘‘general intangibles’’ within the meaning of Section 9-102(a)(42) of the UCC. (m) Each Security Trustee Account constitutes a ‘‘securities account’’ within the meaning of Section 8-102(a)(4501 of the UCC. (n) Each Non-Trustee Account at an Eligible Institution in the U.S. shall constitute a ‘‘deposit account’’ as defined in Section 9-102(a)(29) of the UCC, have been delivered to the Collateral Agent and (1) are in bearer form, (2) have been indorsed, by an effective indorsement, to the Collateral Agent or in blank or (3) have been registered in the name of the Collateral Agent or (ii) a fully executed “control agreement” has been delivered to the Collateral Agent with respect to such Pledged Beneficial Interests.

Representations and Warranties of the Grantors. Each Grantor represents and warrants as of the date of this Agreement, the Effective Date, each Release Date in respect of which such Grantor is a Relevant Release Party and as of each date on which such Grantor executes subjects a new Pool Aircraft to this Agreement solely with respect to such Pool Aircraft and delivers a Grantor Supplement or a Collateral Supplementsuch Grantor, as follows: (a) Each Pool Aircraft is legally and beneficially Owned by the Owner Subsidiary identified as the Owner of such Pool Aircraft in the applicable Release Request or legally Owned by the Owner Subsidiary and beneficially Owned by a Subsidiary Holdco or another Owner Subsidiary, except to the extent of the Local Requirements Exception and as provided in the definition of “Own”. None of the Pool Aircraft Assets has been sold in violation of the provisions of the Loan Documents, or is currently pledged, assigned or otherwise encumbered except for Permitted Liens, and no Pool Aircraft Assets are described in (i) any UCC financing statements filed against any Transaction Party other than UCC financing statements which have been (or have been agreed by the secured parties referenced therein to be) terminated and UCC Financing Statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry (which for the avoidance of doubt, shall not include any contract of sale) or filing records that may be applicable to the Pool Aircraft or Collateral in any other relevant jurisdiction, other than such filings or registrations that have been (or have been agreed by the secured parties referenced therein to be) terminated or that have been made in connection with Permitted Liens. Except to the extent of the Local Requirements Exception and as provided in the definition of “Own”, the The Grantors are the legal and beneficial owners of the Collateral. None of the Collateral has been sold in violation of the provisions of the Loan Documents, or is currently pledged, assigned assigned, sold or otherwise encumbered other than pursuant to the terms of the Loan Documents and except for Permitted Liens. No Collateral is described in (i) any UCC financing statements filed against any Pledged Equity Party other than UCC financing statements which have been (or have been agreed by the secured parties referenced therein to be) terminated and the UCC financing statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry (which for the avoidance of doubt, shall not include any contract of sale), or filing records that may be applicable to the Collateral in any other relevant jurisdiction, other than such filings or registrations that have been (or have been agreed by the secured parties referenced therein to be) terminated or that have been made in connection with Permitted Liens, this Agreement or any other security document in favor of the Collateral Agent for the benefit of the Secured Parties, or, with respect to any Lease, in favor of the applicable Lessor Subsidiary or the Lessee thereunder. (b) In each case as and to the extent required under the Express Perfection Requirements, this This Agreement creates a valid and (upon the taking of the actions required herebyhereby and under the Credit Agreement, provided that only the Express Perfection Requirements shall be required to be satisfied) perfected security interest in favor of the Collateral Administrative Agent for the benefit of the Secured Parties in the Collateral as security for the Secured Obligations, subject in priority to no other Liens (other than Permitted Liens), and all filings and other actions necessary to perfect and protect such security interest as a first priority security interest of the Collateral Administrative Agent have been (or to the extent permitted hereby or or, in the case of future CollateralCollateral or actions expressly permitted to be taken at a later date pursuant to the Loan Documents, will be) duly takentaken (except that only the Express Perfection Requirements shall be required to be satisfied), enforceable against the applicable Grantors and creditors of and purchasers from such Grantors. (c) No Grantor has any trade names except as set forth on Schedule III heretonames. (d) No Subject to the Express Perfection Requirements which are required to be complied with, no consent of any other Person and no authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or other third party (including, for the avoidance of doubt, the International Registry) is required under any applicable the laws of the United States, Bermuda or Ireland or (if not the United States, Bermuda, or Ireland) the law that is necessary to comply with of the Express Perfection Requirements jurisdiction of incorporation or organization of such Grantor either (i) for the grant by such Grantor of the pledge, assignment and security interest granted hereby, (ii) for the execution, delivery or performance of this Agreement by such Grantor or (iii) for the perfection or maintenance of the pledge, assignment and security interest created hereby, except for (A) the Required Cape Town Registrations, (B) the filing of financing and continuation statements under the UCC, (B) the Required Cape Town Registrations, and (C) the applicable Irish filings pursuant to Section 2.08(e) and (D) such other filings as are any consent, authorization, approval, action or notice of filing required under relevant local the law in of the case jurisdiction of Grantors that are incorporation or organization of such Grantor (if not domiciled in Ireland, Bermuda or the United States or a state thereofStates). (e) The Such Grantor’s name, jurisdiction of incorporation, organization or formation, the chief place of business, organizational identification number (if applicable) and chief executive or registered office of such Grantor and the office where such Grantor keeps records of the Collateral are located at the address specified opposite the name of such Grantor on the attached Schedule IV orII. If such Grantor is the lessor under a Cape Town Lease, it has the right to assign the International Interest provided for in such Cape Town Lease and all associated rights in respect of such Cape Town Lease that form part of the Collateral. Such Grantor has furnished to the Administrative Agent a charter or other equivalent formation or organizational document, certified to the extent applicable, certificate of incorporation or other organizational document and short-form good standing certificate (to the extent such concept is relevant in the case applicable jurisdiction) as of recordsa date which is recent to the date hereof, at ILFC. (f) The Pledged Stock constitutes the percentage of the issued and outstanding shares of capital stock of the issuers thereof indicated on the attached Schedule II. The Pledged Membership Interests constitute the percentage of the membership interest of the issuer thereof, as indicated on Schedule II hereto. The Pledged Beneficial Interests constitute the percentage of the beneficial interest of the issuer thereof indicated on Schedule II hereto. (g) The Pledged Stock, the Pledged Membership Interests and the Pledged Beneficial Interests have been duly authorized and validly issued and are fully paid up and nonassessable. The Pledged Debt has been duly authorized or issued and delivered and is the legal, valid and binding obligation of each applicable Borrower Party thereunder. (h) The Pledged Stock and the Pledged Membership Interests constitute “certificated securities” within the meaning of Section 8-102(4) of the UCC. If the issuer thereof is organized under the laws of the United States or a state thereof, the terms of any Pledged Equity Interest expressly provide provided that such Pledged Equity Interest shall be governed by Article 8 charter or equivalent document, certificate of the Uniform Commercial Code as in effect in the jurisdiction of the issuer of incorporation or other organizational document and short-form good standing certificate has not been amended or otherwise modified after such Pledged Membership Interest or such Article 8 shall be applicable thereto under applicable Laws. Any Certificated Security or Instrument evidencing the Pledged Stock, the Pledged Debt, the Pledged Beneficial Interests, the Pledged Membership Interests date and any Investment Collateral have been delivered prior to the Collateral Agent in accordance with Section 2.05 and 2.07. The Pledged Stock and the Pledged Membership Interest either (i) are in bearer form, (ii) have been indorsed, by an effective indorsement, to the Collateral Agent or in blank or (iii) have been registered in the name of the Collateral Agent. None of the Pledged Stock, the Pledged Beneficial Interests and the Pledged Membership Interest that constitute or evidence the Collateral have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any person other than the Collateral Agent (other than those agreed by the secured parties referenced therein to be terminated or released). Any Pledged Beneficial Interests either (i) constitute “certificated securities” within the meaning of Section 8-102(a)(4) of the UCC, have been delivered to the Collateral Agent and (1) are in bearer form, (2) have been indorsed, by an effective indorsement, to the Collateral Agent or in blank or (3) have been registered in the name of the Collateral Agent or (ii) a fully executed “control agreement” has been delivered to the Collateral Agent with respect to such Pledged Beneficial Interestsdate hereof.

Representations and Warranties of the Grantors. Each Grantor represents and warrants as of the date of this Agreement, the Effective Date, each Release Date in respect of which such Grantor is a Relevant Release Party Agreement and as of each date on which such Grantor executes and delivers a Grantor Supplement or a Collateral Supplement, subsequent Closing Date as follows: (a) Each Pool Aircraft If it is legally and beneficially Owned by a Grantor who holds Pledged Stock as nominee for the Owner Subsidiary identified as benefit of an AerCo Group Member, it is the Owner legal owner of such Pool Aircraft in the applicable Release Request or legally Owned by the Owner Subsidiary Collateral and beneficially Owned by a Subsidiary Holdco or another Owner Subsidiary, except to the extent of the Local Requirements Exception and as provided in the definition of “Own”. None of the Pool Aircraft Assets has been sold in violation of the provisions of the Loan Documents, or is currently pledged, assigned or otherwise encumbered except for Permitted Liens, and no Pool Aircraft Assets are described in (i) any UCC financing statements filed against any Transaction Party other than UCC financing statements which have been (or have been agreed by the secured parties referenced therein to be) terminated and UCC Financing Statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry (which for the avoidance of doubt, shall not include any contract of sale) or filing records that may be applicable to the Pool Aircraft or Collateral in any other relevant jurisdictioncase it is the legal owner (other than in respect of any Pledged Stock held in the name of a nominee for its benefit) and beneficial owner of the Collateral pledged and assigned by it hereunder free and clear of any Encumbrance, other than such filings or registrations that have been (or have been agreed the security interest created by the secured parties referenced therein to be) terminated or that have been made in connection with Permitted Liens. Except to the extent of the Local Requirements Exception and as provided in the definition of “Own”, the Grantors are the legal and beneficial owners of the Collateral. None of the Collateral has been sold in violation of the provisions of the Loan Documents, or is currently pledged, assigned or otherwise encumbered other than pursuant to the terms of the Loan Documents and except for Permitted Liens. No Collateral is described in (i) any UCC financing statements filed against any Pledged Equity Party other than UCC financing statements which have been (or have been agreed by the secured parties referenced therein to be) terminated and the UCC financing statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry (which for the avoidance of doubt, shall not include any contract of sale), or filing records that may be applicable to the Collateral in any other relevant jurisdiction, other than such filings or registrations that have been (or have been agreed by the secured parties referenced therein to be) terminated or that have been made in connection with Permitted Liens, this Agreement or any other security document Security Documents and the restrictions created by the Voting Trust Agreement. No effective financing statement or other instrument similar in effect covering all or any part of the Collateral is on file in any recording office, except (i) such as may have been filed in favor of the Collateral Agent for the benefit Security Trustee relating to this Agreement, (ii) such as may have been filed in respect of the Secured Partiesobligations of ALPS 94-1 under the Deed of Charge, orAssignment and Priorities dated as of August 24, with 1994 among ALPS 94-1 and the other parties thereto and (iii) such as may have been filed in respect to any Lease, in favor of the applicable Lessor Subsidiary obligations of any Issuer Subsidiaries, all of which obligations under (ii) and (iii) above have been or are being discharged on the Lessee thereunderdate hereof. (b) In each case This Agreement, the pledge of the Security Collateral pursuant hereto and the pledge and assignment on the date hereof and from time to time hereafter of the other Collateral pursuant hereto create, as and to the extent required under the Express Perfection Requirementsregards such Grantor, this Agreement creates a valid and perfected (upon other than with respect to the taking ALPS 94-1 (France) Shares) security interest therein and, in the case of the actions required hereby) perfected security interest Voting Trust Certificates, in favor the AerCoUSA Shares described in Schedule I hereto, securing, in each case, the payment of the Collateral Agent Secured Obligations specified in the Collateral as security for the Secured ObligationsSection 2.02, subject in priority to no other Liens (claims other than Permitted Liens), and all filings and any claims pursuant to any other actions necessary to perfect and protect such security interest as a first priority security interest of the Collateral Agent have been (or to the extent permitted hereby or in the case of future Collateral, will be) duly taken, enforceable against the applicable Grantors and creditors of and purchasers from such GrantorsSecurity Document. (c) No Such Grantor has any no trade names except as set forth on Schedule III hereto. (d) Such Grantor has no subsidiaries that conduct any business that are not Grantors hereunder. (e) No consent of any other Person and no authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or other third party (including, for the avoidance of doubt, the International Registry) is required under any applicable law that is necessary to comply with the Express Perfection Requirements either (i) for the grant by such Grantor of the assignment and security interest granted hereby, (ii) for the execution, delivery or performance of this Agreement by such Grantor or (iiiii) for the perfection or maintenance of the pledge, assignment and security interest created hereby, except for (A1) the filing of financing and continuation statements under the UCC, (B2) the Required Cape Town Registrations, (C) filing of particulars of charges in the applicable Irish filings pursuant to Section 2.08(e) Companies Registration Office and (D3) such other filings as are required under other relevant local law law, all of which filings in respect of Leases existing on the case of Grantors that are not domiciled in the United States or a state thereofdate hereof have been duly made. (ef) The chief place of business, organizational identification number (if applicable) business and chief executive or registered office of such Grantor and and, with respect to any Grantor which is incorporated or conducts business in the United States of America, the office where such Grantor keeps records of the Collateral each Assigned Lease to which it is a party, are located at the address specified opposite the name of such Grantor on the attached Schedule IV or, in the case of records, at ILFChereto. (fg) The All Pledged Stock pledged by such Grantor constitutes the percentage of the issued and outstanding shares of capital stock of the issuers thereof indicated on Schedule I hereto and the attached Schedule II. The Pledged Membership Interests constitute the percentage Voting Trust Certificates represent 100% of the membership interest of the issuer thereof, as indicated on Schedule II hereto. The Pledged Beneficial Interests constitute the percentage of the beneficial interest of the issuer thereof indicated on Schedule II heretoall outstanding AerCoUSA Shares. (gh) The All Pledged Stock, the Pledged Membership Interests and the Pledged Beneficial Interests have Stock pledged by such Grantor has been duly authorized and validly issued and are is fully paid up and nonassessable. The Pledged Debt has been duly authorized authorized, authenticated or issued and delivered and delivered, is the legal, valid and binding obligation of each applicable Borrower Party thereunderobligor thereunder and is not in default. (hi) The Pledged Stock Assigned Agreements and the Pledged Membership Interests constitute “certificated securities” within Assigned Leases to which such Grantor is party, true and complete copies of which have been furnished to the meaning Security Trustee, have been duly authorized, executed and delivered by the relevant Grantors, are in full force and effect and, to the best of Section 8-102(4) of such Grantor's knowledge, are binding upon and enforceable against all parties thereto in accordance with their terms, subject to the UCC. If the issuer thereof is organized under the laws of the United States or a state thereof, the terms effect of any Pledged Equity Interest expressly provide that applicable bankruptcy, insolvency, reorganization, moratorium or similar or other laws affecting creditors' rights generally. There exists no default by such Pledged Equity Interest shall be governed by Article 8 of Grantor under any Assigned Agreement or any Assigned Lease to which it is party. Each party to any Assigned Agreement to which such Grantor is party other than such Grantor and the Uniform Commercial Code as in effect in the jurisdiction of the issuer of such Pledged Membership Interest or such Article 8 shall be applicable thereto under applicable Laws. Any Certificated Security or Instrument evidencing the Pledged Stock, the Pledged Debt, the Pledged Beneficial Interests, the Pledged Membership Interests Trustee has executed and any Investment Collateral have been delivered to the Collateral Agent Security Trustee a consent, in accordance with Section 2.05 and 2.07. The Pledged Stock and substantially the Pledged Membership Interest either form of Exhibit E (i) are or any other form approved in bearer form, (ii) have been indorsed, writing by an effective indorsementthe Administrative Agent), to the Collateral Agent or in blank or (iii) have been registered in the name of the Collateral Agent. None of the Pledged Stock, the Pledged Beneficial Interests and the Pledged Membership Interest that constitute or evidence the Collateral have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any person other than the Collateral Agent (other than those agreed by the secured parties referenced therein to be terminated or released). Any Pledged Beneficial Interests either (i) constitute “certificated securities” within the meaning of Section 8-102(a)(4) of the UCC, have been delivered to the Collateral Agent and (1) are in bearer form, (2) have been indorsed, by an effective indorsement, to the Collateral Agent or in blank or (3) have been registered in the name of the Collateral Agent or (ii) a fully executed “control agreement” has been delivered to the Collateral Agent with respect to such Pledged Beneficial Interests.the

Representations and Warranties of the Grantors. Each Grantor represents and warrants as of the date of this Agreement, the Effective Date, each Release Date in respect of which such Grantor is a Relevant Release Party and as of each date on which such Grantor executes subjects a new Pool Aircraft to this Agreement solely with respect to such Pool Aircraft and delivers a Grantor Supplement or a Collateral Supplementsuch Grantor, as follows: (a) Each Pool Aircraft is either legally and beneficially Owned owned by the Owner a Lessor Subsidiary identified as the Owner of such Pool Aircraft in the applicable Release Request or legally Owned owned by the Owner a Lessor Subsidiary and beneficially Owned owned by a Subsidiary Holdco or another Owner SubsidiaryBorrower Party, in each case, except to the extent of the Local Requirements Exception Exception. The Grantors are the legal and as provided in beneficial owners of the definition of “Own”other Collateral. None of the Pool Aircraft Assets Collateral has been pledged, assigned, sold in violation of or otherwise encumbered other than pursuant to the provisions terms of the Loan Documents, or is currently pledged, assigned or otherwise encumbered Documents and except for Permitted Liens, and no Pool Aircraft Assets are Collateral is described in (i) any UCC financing statements Financing Statements filed against any Transaction Borrower Party other than UCC financing statements Financing Statements which have been (or have been agreed by the secured parties referenced therein to be) terminated and the UCC Financing Statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry (which for the avoidance of doubt, shall not include any contract Contract of sale) or filing records that may be applicable to the Pool Aircraft or Collateral Sale in favor of any other relevant jurisdiction, other than such filings or registrations that have been (or have been agreed by the secured parties referenced therein to be) terminated or that have been made in connection with Permitted Liens. Except to the extent of the Local Requirements Exception and as provided in the definition of “Own”, the Grantors are the legal and beneficial owners of the Collateral. None of the Collateral has been sold in violation of the provisions of the Loan Documents, or is currently pledged, assigned or otherwise encumbered other than pursuant to the terms of the Loan Documents and except for Permitted Liens. No Collateral is described in (i) any UCC financing statements filed against any Pledged Equity Party other than UCC financing statements which have been (or have been agreed by the secured parties referenced therein to be) terminated and the UCC financing statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry (which for the avoidance of doubt, shall not include any contract of saleGrantor), or filing records that may be applicable to the Collateral in any other relevant jurisdiction, other than such filings or registrations that have been (or have been agreed by the secured parties referenced therein to be) terminated or that have been made in connection with Permitted Liens, this Agreement or any other security document in favor of the Collateral Agent for the benefit of the Secured Parties, or, with respect to any Leasethe Leases, in favor of the applicable Lessor Subsidiary Borrower Parties or the Lessee thereunder. (b) In each case as and to the extent required under the Express Perfection Requirements, this This Agreement creates a valid and (upon the taking of the actions required hereby) perfected security interest in favor of the Collateral Agent in the Collateral as security for the Secured Obligations, subject in priority to no other Liens (other than Permitted Liens (other than, in the case of priority, the Permitted Lien described in clause (p) of the definition of Permitted Liens)), and all filings and other actions necessary to perfect and protect such security interest as a first priority security interest of the Collateral Agent have been (or to the extent permitted hereby or in the case of future Collateral, Collateral will be) duly takentaken (except that only the Express Perfection Requirements shall be required to be satisfied), enforceable against the applicable Grantors Borrower Parties and creditors of and purchasers from such GrantorsBorrower Parties. (c) No Grantor has any trade names except as set forth on Schedule III hereto. (d) No consent of any other Person and no authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or other third party (including, for the avoidance of doubt, the International Registry) is required under the laws of the United States, Delaware, Utah, Connecticut, Bermuda, Ireland, Australia, Luxembourg or any applicable law Other Relevant Jurisdiction (or, with respect to any Pool Aircraft that is necessary to comply with not registered in a jurisdiction that has Ratified the Express Perfection Requirements Cape Town Convention, and any related Assigned Lease, under relevant local law) either (i) for the grant by such Grantor of the assignment and security interest granted hereby, (ii) for the execution, delivery or performance of this Agreement by such Grantor or (iii) for the perfection or maintenance of the pledge, assignment and security interest created hereby, except for (A) with respect to each Pool Aircraft whose country of registration is the United States of America, the filing with the FAA, in due form, for recordation where applicable, pursuant to Section 40102 and Section 44101 through Section 44112 of Title 49, United States Code, “Transportation,” of any and all title, registration and financing documentation necessary to accomplish the purposes of this Agreement, including, without limitation, each of the Relevant FAA Aircraft Mortgages, each of the Relevant FAA Aircraft Mortgages and continuation statements under Lease Assignments and/or each of the UCCRelevant FAA Lease Security Assignments, as applicable, with respect to such Pool Aircraft and/or the related Assigned Lease, (B) the Required Cape Town Registrations, (C) the filing of financing and continuation statements under the UCC, (D) the applicable Irish filings pursuant to Section 2.08(e2.08(f), (E) the applicable Bermudan filings pursuant to Section 2.08(f), (F) the applicable Luxembourg registrations pursuant to any Luxembourg Share Pledge, (G) the applicable Australian filings pursuant to Section 2.08(f), and (DH) such other filings as are required under relevant local law in the case of Grantors that are not domiciled in the United States or a state thereofthereof and in the case of each Pool Aircraft that is not registered in a jurisdiction that has Ratified the Cape Town Convention and, in each case the related Assigned Leases. (e) The chief place of business, organizational identification number or company registration number (if applicable) and chief executive or registered office of such Grantor and the office where such Grantor keeps records of the Collateral are located at the address specified opposite the name of such Grantor on the attached Schedule IV orIV. If such Grantor is the lessor under a Cape Town Lease, it has the right to assign the International Interest provided for in such Cape Town Lease and all associated rights in respect of such Cape Town Lease that form part of the case of records, at ILFCCollateral. (f) The Pledged Stock constitutes the percentage of the issued and outstanding shares of capital stock of the issuers thereof indicated on the attached Schedule II. The Pledged Membership Interests constitute the percentage of the membership interest of the issuer thereof, as indicated on Schedule II hereto. The Pledged Beneficial Interests constitute the percentage of the beneficial interest of the issuer thereof indicated on Schedule II hereto. (g) The Pledged Stock, the Pledged Membership Interests and the Pledged Beneficial Interests have been duly authorized and validly issued and are fully paid up and nonassessable. The Pledged Debt has been duly authorized or issued and delivered and is the legal, valid and binding obligation of each applicable Borrower Party thereunder. (h) The Pledged Stock and the Pledged Membership Interests constitute “certificated securities” within the meaning of Section 8-102(4) of the UCC. If the issuer thereof is organized under the laws of the United States or a state thereof, the terms of any Pledged Equity Interest expressly provide that such Pledged Equity Interest shall be governed by Article 8 of the Uniform Commercial Code as in effect in the jurisdiction of the issuer of such Pledged Membership Interest or such Article 8 shall be applicable thereto under applicable Laws. Any Certificated Security or Instrument evidencing the Pledged Stock, the Pledged Debt, the Pledged Beneficial Interests, the Pledged Membership Interests and any Investment Collateral have been delivered to the Collateral Agent in accordance with Section 2.05 and 2.07. The Pledged Stock and the Pledged Membership Interest either (i) are in bearer form, (ii) have been indorsed, indorsed by an effective indorsement, indorsement to the Collateral Agent or in blank or (iii) have been registered in the name of the Collateral Agent. None of the Pledged Stock, the Pledged Beneficial Interests and the Pledged Membership Interest that constitute or evidence the Collateral have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any person other than the Collateral Agent (other than those agreed by the secured parties referenced therein to be terminated or released)Agent. Any Pledged Beneficial Interests either (i) constitute “certificated securities” within the meaning of Section 8-102(a)(4) of the UCC, have been delivered to the Collateral Agent and are either (1) are in bearer form, (2) have been indorsed, by an effective indorsement, to the Collateral Agent or in blank or (3) have been registered in the name of the Collateral Agent or (ii) a fully executed “control agreement” has been delivered to the Collateral Agent with respect to such Pledged Beneficial Interests. (i) A true and complete copy of each Assigned Agreement in effect on the date hereof has been delivered (or will be delivered within no more than ten (10) Business Days) to the Collateral Agent. Each Assigned Document upon its inclusion in the Collateral will have been duly authorized, executed and delivered by the relevant Grantors, will be in full force and effect and will be binding upon and enforceable against all parties thereto in accordance with their terms.

Representations and Warranties of the Grantors. Each Grantor (other than the Issuer) represents and warrants as of the date of this Agreement, the Effective Initial Closing Date, each Release Date in respect if it is a party to this Agreement on such date, or as of which the date such Grantor is becomes a Relevant Release Party party to this Agreement by the execution and as delivery of each date on which such Grantor executes and delivers a Grantor Supplement or and, with respect to all Collateral, as of the date such Collateral becomes a Collateral Supplementpart of the Collateral, as follows: (a) Each Pool Aircraft Such Grantor is legally and beneficially Owned by the Owner Subsidiary identified as the Owner of such Pool Aircraft in the applicable Release Request or legally Owned by the Owner Subsidiary and beneficially Owned by a Subsidiary Holdco or another Owner Subsidiary, except to the extent of the Local Requirements Exception and as provided in the definition of “Own”. None of the Pool Aircraft Assets has been sold in violation of the provisions of the Loan Documents, or is currently pledged, assigned or otherwise encumbered except for Permitted Liens, and no Pool Aircraft Assets are described in (i) any UCC financing statements filed against any Transaction Party other than UCC financing statements which have been (or have been agreed by the secured parties referenced therein to be) terminated and UCC Financing Statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry (which for the avoidance of doubt, shall not include any contract of sale) or filing records that may be applicable to the Pool Aircraft or Collateral in any other relevant jurisdiction, other than such filings or registrations that have been (or have been agreed by the secured parties referenced therein to be) terminated or that have been made in connection with Permitted Liens. Except to the extent of the Local Requirements Exception and as provided in the definition of “Own”, the Grantors are the legal and beneficial owners of the Collateral. None owner of the Collateral pledged by it hereunder free and clear of any and all Encumbrances (other than Permitted Encumbrances). [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. Confidential Treatment Requested: Information for which confidential treatment has been sold in violation requested is omitted and is noted with asterisks. An unredacted version of this document has been filed separately with the provisions of the Loan Documents, or is currently pledged, assigned or otherwise encumbered other than pursuant to the terms of the Loan Documents Securities and except for Permitted Liens. No Collateral is described in (i) any UCC financing statements filed against any Pledged Equity Party other than UCC financing statements which have been (or have been agreed by the secured parties referenced therein to be) terminated and the UCC financing statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry (which for the avoidance of doubt, shall not include any contract of sale), or filing records that may be applicable to the Collateral in any other relevant jurisdiction, other than such filings or registrations that have been (or have been agreed by the secured parties referenced therein to be) terminated or that have been made in connection with Permitted Liens, this Agreement or any other security document in favor of the Collateral Agent for the benefit of the Secured Parties, or, with respect to any Lease, in favor of the applicable Lessor Subsidiary or the Lessee thereunder.Exchange Commission (b) In each case as and to the extent required under the Express Perfection Requirements, this This Agreement creates a valid and (and, upon the taking of the actions required hereby) , perfected security interest in favor the Collateral (other than (a) the Assets and Assigned Leases to the extent the registrations and filings provided in Section 3.12 are insufficient for such purpose, (b) with respect to insurance policies to the extent that Article 9 of the UCC does not apply to such Collateral Agent in and (c) letters of credit, except to the Collateral extent any such letter of credit constitutes supporting obligations of any Assigned Lease) as security for the Secured Obligations, subject in priority to no other Liens Encumbrances (other than Permitted LiensEncumbrances), and all filings and other actions necessary or desirable to perfect and protect such security interest as a first priority have been duly taken (but only to the extent provided in Section 3.12 with respect to Assets and Assigned Leases). Other than the security interest granted to the Security Trustee pursuant to this Agreement or any security interest previously granted that shall be terminated, released and/or discharged as of the date this representation and warranty is given, such Grantor has not pledged, assigned, sold or granted a security interest in any of the Collateral Agent have or authorized, and is not aware of, the filing of any financing statements or other instruments similar in effect or the registration of any International Interest or Prospective International Interest against such Grantor, any Asset or the Collateral other than any financing statement or registration of an International Interest or Prospective International Interest relating to the security interest granted to the Security Trustee hereunder or otherwise in respect of Required Cape Town Registrations or that has been terminated (or that relate to the extent permitted hereby or any security interest previously granted that has been terminated and such filing is in the course of being terminated), in each case as of future the date this representation and warranty is given as to such Grantor, Asset and Collateral, will be) duly taken, enforceable . There are no judgment or tax lien filings against the applicable Grantors and creditors of and purchasers from such Grantorsany Grantor. (c) No The name of such Grantor has any trade names except as set forth it appears on Schedule III heretothe signature pages hereto or on the applicable Grantor Supplement is its name as it appears on the public record of its jurisdiction of organization or incorporation or, in the case of a trust, provides the name specified for the trust in its organizational documents and indicates that it is a trust. (d) No consent of any other Person and no authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or other third party (including, for the avoidance of doubt, the International Registry) is required under any applicable law that is necessary to comply with the Express Perfection Requirements either (i) for the grant by such Grantor of the assignment and security interest granted hereby, (ii) for the execution, delivery or performance of this Agreement or any other Related Document by such Grantor or (iii) for the perfection or maintenance of the pledge, assignment and security interest created herebyhereby (but only to the extent provided in Section 3.12 with respect to Assets and Assigned Leases), except for (A) the filing of financing and continuation statements under the UCC, (B) the Required Cape Town Registrations, (C) such filings with the applicable Irish filings pursuant to Section 2.08(e) FAA and any other Applicable Aviation Authority, (D) as otherwise described in a Grantor Supplement or Collateral Supplement, (E) such other filings as are required under other relevant local law and (F) consents to, or authorizations or approvals of, filings, in each case that have been or will be given, obtained or made, as the case of Grantors that are not domiciled in the United States or a state thereofmay be. (e) The chief place jurisdiction of business, organizational identification number (if applicable) and chief executive organization or registered office incorporation of such Grantor and is set forth on Schedule III, as supplemented by any Grantor Supplement, and, if applicable to determine such Grantor's location for purposes of the UCC, the office where such Grantor keeps [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. Confidential Treatment Requested: Information for which confidential treatment has been requested is omitted and is noted with asterisks. An unredacted version of this document has been filed separately with the Securities and Exchange Commission records of or relating to the Collateral are is located at the address specified opposite the name of such Grantor on the attached Schedule IV orIII, in the case of records, at ILFCas supplemented by any Grantor Supplement. (f) The Pledged Stock issued or held by such Grantor (if any) constitutes the percentage of the issued and outstanding shares Stock of capital stock such Grantor indicated on Schedule I, as supplemented by any Grantor Supplement or Collateral Supplement executed and delivered by any Grantor. The Pledged Beneficial Interests issued or held by such Grantor (if any) constitute the percentage of the Beneficial Interests of the issuers thereof indicated on the attached Schedule II. The Pledged Membership Interests constitute the percentage of the membership interest of the issuer thereofI, as indicated on Schedule II hereto. The Pledged Beneficial Interests constitute the percentage of the beneficial interest of the issuer thereof indicated on Schedule II heretosupplemented by any Grantor Supplement or Collateral Supplement executed and delivered by any Grantor. (g) If such Grantor is a trust or company (including an Asset Trustee) that holds legal title to an Asset, it is situated in a Contracting State (or another jurisdiction if necessary or desirable for tax, registration or other lease or ownership structuring reasons) and has the power to dispose of each Asset that it owns and the right to assign the International Interest provided for in each Cape Town Lease under which it is the lessor and all associated rights in respect of such Cape Town Lease that form part of the Collateral. If such Grantor is the lessor under a Cape Town Lease, upon the registration of such Cape Town Lease as an International Interest, it shall have the right to assign the International Interest provided for in such Cape Town Lease and all associated rights in respect of such Cape Town Lease that form part of the Collateral. (h) The Pledged Stock, the Pledged Membership Interests Stock and the Pledged Beneficial Interests (and, as applicable, the interests constituting the Membership Interest Collateral (if any)) that are issued or held by such Grantor (i) have been duly authorized and validly issued and are fully paid up and nonassessablenonassessable (or, in the case of the Pledged Beneficial Interests (or, as applicable, Membership Interest Collateral), not subject to any capital call or other additional capital requirement) and not subject to any preemptive rights, warrants, options or similar rights or restrictions in favor of third parties or any contractual or other restrictions upon transfer other than in favor of Lessees or otherwise as permitted or required under the Indenture and (ii) constitute all of the outstanding shares of capital stock, all of the beneficial interests and, as applicable, all of the membership interests in all of the direct and indirect Issuer Subsidiaries as of the date hereof. The Pledged Debt that is issued or held by such Grantor has been duly authorized authorized, authenticated or issued and delivered and delivered, is the legal, valid and binding obligation of each applicable Borrower Party thereunderobligor thereunder and is not in default. (hi) The Pledged Stock A true and complete copy of each Assigned Agreement and each Assigned Part-Out Agreement in effect to which such Grantor is a party on the Pledged Membership Interests constitute Initial Closing Date or on the date of any Grantor Supplement or Collateral Supplement to which such Grantor is a party, as applicable, has been delivered to the Security Trustee. Each such Assigned Agreement and each such Assigned Part-Out Agreement, as of the Initial Closing Date or as of the date of such Grantor Supplement or Collateral Supplement, as applicable, has been duly authorized, executed and delivered, is in full force and effect and is binding upon and enforceable against all parties thereto in accordance with its terms. [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. Confidential Treatment Requested: Information for which confidential treatment has been requested is omitted and is noted with asterisks. An unredacted version of this document has been filed separately with the Securities and Exchange Commission (j) Each Account that exists on the Initial Closing Date or that is established and maintained thereafter for the benefit of such Grantor in accordance with Section 3.01 of the Indenture constitutes a “certificated securitiesdeposit account” within the meaning of Section 9-102(a)(29) of the UCC and, to the extent that the Trustee invests the Balance therein in Permitted Investments, a “securities account” within the meaning of Section 8-102(4501 of the UCC. (k) Each of the Hedge Agreements and Asset Interests constitute “general intangibles” within the meaning of Section 9-102(a)(42) of the UCC. If . (l) The Pledged Stock and the issuer thereof is organized under Pledged Beneficial Interests issued or held by such Grantor (if any) constitute "certificated securities" within the laws meaning of Section 8-102(a)(4) of the United States or a state thereofUCC, other than (i) the terms of any Pledged Equity Membership Interest Collateral that does not expressly provide that such Pledged Equity Membership Interest Collateral shall be governed by Article 8 of the Uniform Commercial Code UCC as in effect in the jurisdiction of the issuer of such Pledged Membership Interest Collateral, (ii) any Pledged Stock or such Article 8 shall be applicable thereto under applicable Laws. Any Certificated Security or Instrument evidencing the Pledged Stock, the Pledged Debt, the Pledged Beneficial Interests, Interests which constitute "uncertificated securities" within the meaning of Section 8-102(a)(18) of the UCC or (iii) any Pledged Membership Beneficial Interests and any Investment Collateral have been delivered to which do not constitute “securities” within the Collateral Agent in accordance with meaning of Section 2.05 and 2.078-102(a)(15) of the UCC. The Pledged Stock and the Pledged Membership Interest Beneficial Interests issued or held by such Grantor (if any) that constitute certificated securities have been delivered to the Security Trustee and either (iA) are in bearer form, (iiB) have been indorsed, by an effective indorsement, to the Collateral Agent Security Trustee or in blank or (iiiC) have been registered in the name of the Collateral AgentSecurity Trustee. The Security Trustee is the registered holder of the Pledged Stock and the Pledged Beneficial Interests issued or held by such Grantor (if any) constituting uncertificated securities which are registered. None of the Pledged Stock, Stock or the Pledged Beneficial Interests and the Pledged Membership Interest issued or held by such Grantor (if any) that constitute or evidence the Collateral have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any person Person other than the Collateral Agent Security Trustee. (other than those agreed by the secured parties referenced therein to be terminated m) Each Asset Trust (or released). Any Pledged Beneficial Interests either Asset Trustee in respect of each Asset (im) constitute “certificated securities” within the meaning of Section 8-102(a)(4Trust) that is a Grantor hereunder represents and warrants as of the UCCInitial Closing Date if it is a party to this Agreement as of such date or if it is not a party as of such date, as of the date it becomes a party to this Agreement, and as of each subsequent date on which such Grantor acquires an Asset, that it is duly qualified to act as a trust or a trustee (as applicable) in each jurisdiction necessary in order for the Security Trustee to enforce its rights in the Collateral, that it has the power and authority to execute and deliver this Agreement and the other Related Documents to which it is a party and to carry out their terms and to grant the security interest in the Collateral to the Security Trustee, and that the execution, delivery and performance of this Agreement and the other Related Documents to which such Grantor is a party have been delivered to the Collateral Agent and (1) are in bearer form, (2) have been indorsed, duly authorized by an effective indorsement, to the Collateral Agent or in blank or (3) have been registered in the name of the Collateral Agent or (ii) a fully executed “control agreement” has been delivered to the Collateral Agent with respect to such Pledged Beneficial Interestsall necessary action.

Representations and Warranties of the Grantors. Each Grantor (other than the Issuer) represents and warrants as of the date of this Agreement, the Effective Initial Closing Date, each Release Date in respect if it is a party to this Agreement on such date, or as of which the date such Grantor is becomes a Relevant Release Party party to this Agreement by the execution and as delivery of each date on which such Grantor executes and delivers a Grantor Supplement or and, with respect to all Collateral, as of the date such Collateral becomes a Collateral Supplementpart of the Collateral, as follows: (a) Each Pool Aircraft Such Grantor is legally and beneficially Owned by the Owner Subsidiary identified as the Owner of such Pool Aircraft in the applicable Release Request or legally Owned by the Owner Subsidiary and beneficially Owned by a Subsidiary Holdco or another Owner Subsidiary, except to the extent of the Local Requirements Exception and as provided in the definition of “Own”. None of the Pool Aircraft Assets has been sold in violation of the provisions of the Loan Documents, or is currently pledged, assigned or otherwise encumbered except for Permitted Liens, and no Pool Aircraft Assets are described in (i) any UCC financing statements filed against any Transaction Party other than UCC financing statements which have been (or have been agreed by the secured parties referenced therein to be) terminated and UCC Financing Statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry (which for the avoidance of doubt, shall not include any contract of sale) or filing records that may be applicable to the Pool Aircraft or Collateral in any other relevant jurisdiction, other than such filings or registrations that have been (or have been agreed by the secured parties referenced therein to be) terminated or that have been made in connection with Permitted Liens. Except to the extent of the Local Requirements Exception and as provided in the definition of “Own”, the Grantors are the legal and beneficial owners of the Collateral. None owner of the Collateral has been sold in violation pledged by it hereunder free and clear of the provisions of the Loan Documents, or is currently pledged, assigned or otherwise encumbered any and all Encumbrances (other than pursuant to the terms of the Loan Documents and except for Permitted Liens. No Collateral is described in (i) any UCC financing statements filed against any Pledged Equity Party other than UCC financing statements which have been (or have been agreed by the secured parties referenced therein to be) terminated and the UCC financing statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry (which for the avoidance of doubt, shall not include any contract of saleEncumbrances), or filing records that may be applicable to the Collateral in any other relevant jurisdiction, other than such filings or registrations that have been (or have been agreed by the secured parties referenced therein to be) terminated or that have been made in connection with Permitted Liens, this Agreement or any other security document in favor of the Collateral Agent for the benefit of the Secured Parties, or, with respect to any Lease, in favor of the applicable Lessor Subsidiary or the Lessee thereunder. (b) In each case as and to the extent required under the Express Perfection Requirements, this This Agreement creates a valid and (and, upon the taking of the actions required hereby) , perfected security interest in favor the Collateral (other than (a) the Assets and Assigned Leases to the extent the registrations and filings provided in Section 3.12 are insufficient for such purpose, (b) with respect to insurance policies to the extent that Article 9 of the UCC does not apply to such Collateral Agent in and (c) letters of credit, except to the Collateral extent any such letter of credit constitutes supporting obligations of any Assigned Lease) as security for the Secured Obligations, subject in priority to no other Liens Encumbrances (other than Permitted LiensEncumbrances), and all filings and other actions necessary or desirable to perfect and protect 25 such security interest as a first priority have been duly taken (but only to the extent provided in Section 3.12 with respect to Assets and Assigned Leases). Other than the security interest granted to the Security Trustee pursuant to this Agreement or any security interest previously granted that shall be terminated, released and/or discharged as of the date this representation and warranty is given, such Grantor has not pledged, assigned, sold or granted a security interest in any of the Collateral Agent have or authorized, and is not aware of, the filing of any financing statements or other instruments similar in effect or the registration of any International Interest or Prospective International Interest against such Grantor, any Asset or the Collateral other than any financing statement or registration of an International Interest or Prospective International Interest relating to the security interest granted to the Security Trustee hereunder or otherwise in respect of Required Cape Town Registrations or that has been terminated (or that relate to the extent permitted hereby or any security interest previously granted that has been terminated and such filing is in the course of being terminated), in each case as of future the date this representation and warranty is given as to such Grantor, Asset and Collateral, will be) duly taken, enforceable . There are no judgment or tax lien filings against the applicable Grantors and creditors of and purchasers from such Grantorsany Grantor. (c) No The name of such Grantor has any trade names except as set forth it appears on Schedule III heretothe signature pages hereto or on the applicable Grantor Supplement is its name as it appears on the public record of its jurisdiction of organization or incorporation or, in the case of a trust, provides the name specified for the trust in its organizational documents and indicates that it is a trust. (d) No consent of any other Person and no authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or other third party (including, for the avoidance of doubt, the International Registry) is required under any applicable law that is necessary to comply with the Express Perfection Requirements either (i) for the grant by such Grantor of the assignment and security interest granted hereby, (ii) for the execution, delivery or performance of this Agreement or any other Related Document by such Grantor or (iii) for the perfection or maintenance of the pledge, assignment and security interest created herebyhereby (but only to the extent provided in Section 3.12 with respect to Assets and Assigned Leases), except for (A) the filing of financing and continuation statements under the UCC, (B) the Required Cape Town Registrations, (C) such filings with the applicable Irish filings pursuant to Section 2.08(e) FAA and any other Applicable Aviation Authority, (D) as otherwise described in a Grantor Supplement or Collateral Supplement, (E) such other filings as are required under other relevant local law and (F) consents to, or authorizations or approvals of, filings, in each case that have been or will be given, obtained or made, as the case of Grantors that are not domiciled in the United States or a state thereofmay be. (e) The chief place jurisdiction of business, organizational identification number (if applicable) and chief executive organization or registered office incorporation of such Grantor and is set forth on Schedule III, as supplemented by any Grantor Supplement, and, if applicable to determine such Grantor's location for purposes of the UCC, the office where such Grantor keeps records of or relating to the Collateral are is located at the address specified opposite the name of such Grantor on the attached Schedule IV orIII, in the case of records, at ILFCas supplemented by any Grantor Supplement. (f) The Pledged Stock issued or held by such Grantor (if any) constitutes the percentage of the issued and outstanding shares Stock of capital stock such Grantor indicated on Schedule I, as supplemented by any Grantor Supplement or Collateral Supplement executed and delivered by any Grantor. The Pledged Beneficial Interests issued or held by such Grantor (if any) constitute the percentage of the Beneficial Interests of the issuers thereof indicated on the attached Schedule II. The Pledged Membership Interests constitute the percentage of the membership interest of the issuer thereofI, as indicated on Schedule II heretosupplemented by any Grantor Supplement or Collateral Supplement executed and delivered by any Grantor. The Pledged Beneficial Interests constitute the percentage of the beneficial interest of the issuer thereof indicated on Schedule II hereto.26 (g) If such Grantor is a trust or company (including an Asset Trustee) that holds legal title to an Asset, it is situated in a Contracting State (or another jurisdiction if necessary or desirable for tax, registration or other lease or ownership structuring reasons) and has the power to dispose of each Asset that it owns and the right to assign the International Interest provided for in each Cape Town Lease under which it is the lessor and all associated rights in respect of such Cape Town Lease that form part of the Collateral. If such Grantor is the lessor under a Cape Town Lease, upon the registration of such Cape Town Lease as an International Interest, it shall have the right to assign the International Interest provided for in such Cape Town Lease and all associated rights in respect of such Cape Town Lease that form part of the Collateral. (h) The Pledged Stock, the Pledged Membership Interests Stock and the Pledged Beneficial Interests (and, as applicable, the interests constituting the Membership Interest Collateral (if any)) that are issued or held by such Grantor (i) have been duly authorized and validly issued and are fully paid up and nonassessablenonassessable (or, in the case of the Pledged Beneficial Interests (or, as applicable, Membership Interest Collateral), not subject to any capital call or other additional capital requirement) and not subject to any preemptive rights, warrants, options or similar rights or restrictions in favor of third parties or any contractual or other restrictions upon transfer other than in favor of Lessees or otherwise as permitted or required under the Indenture and (ii) constitute all of the outstanding shares of capital stock, all of the beneficial interests and, as applicable, all of the membership interests in all of the direct and indirect Issuer Subsidiaries as of the date hereof. The Pledged Debt that is issued or held by such Grantor has been duly authorized authorized, authenticated or issued and delivered and delivered, is the legal, valid and binding obligation of each applicable Borrower Party thereunderobligor thereunder and is not in default. (hi) A true and complete copy of each Assigned Agreement and each Assigned Part-Out Agreement in effect to which such Grantor is a party on the Initial Closing Date or on the date of any Grantor Supplement or Collateral Supplement to which such Grantor is a party, as applicable, has been delivered to the Security Trustee. Each such Assigned Agreement and each such Assigned Part-Out Agreement, as of the Initial Closing Date or as of the date of such Grantor Supplement or Collateral Supplement, as applicable, has been duly authorized, executed and delivered, is in full force and effect and is binding upon and enforceable against all parties thereto in accordance with its terms. (j) Each Account that exists on the Initial Closing Date or that is established and maintained thereafter for the benefit of such Grantor in accordance with Section 3.01 of the Indenture constitutes a “deposit account” within the meaning of Section 9-102(a)(29) of the UCC and, to the extent that the Trustee invests the Balance therein in Permitted Investments, a “securities account” within the meaning of Section 8-501 of the UCC. (k) Each of the Hedge Agreements and Asset Interests constitute “general intangibles” within the meaning of Section 9-102(a)(42) of the UCC. (l) The Pledged Stock and the Pledged Beneficial Interests issued or held by such Grantor (if any) constitute "certificated securities" within the meaning of Section 8- 102(a)(4) of the UCC, other than (i) the Membership Interest Collateral that does not expressly provide that such Membership Interest Collateral shall be governed by Article 8 of the UCC as in 27 effect in the jurisdiction of the issuer of such Membership Interest Collateral, (ii) any Pledged Stock or Pledged Beneficial Interests which constitute "uncertificated securities" within the meaning of Section 8-102(a)(18) of the UCC or (iii) any Pledged Beneficial Interests which do not constitute “certificated securities” within the meaning of Section 8-102(4102(a)(15) of the UCC. If the issuer thereof is organized under the laws of the United States or a state thereof, the terms of any Pledged Equity Interest expressly provide that such Pledged Equity Interest shall be governed by Article 8 of the Uniform Commercial Code as in effect in the jurisdiction of the issuer of such Pledged Membership Interest or such Article 8 shall be applicable thereto under applicable Laws. Any Certificated Security or Instrument evidencing the Pledged Stock, the Pledged Debt, the Pledged Beneficial Interests, the Pledged Membership Interests and any Investment Collateral have been delivered to the Collateral Agent in accordance with Section 2.05 and 2.07. The Pledged Stock and the Pledged Membership Interest Beneficial Interests issued or held by such Grantor (if any) that constitute certificated securities have been delivered to the Security Trustee and either (iA) are in bearer form, (iiB) have been indorsed, by an effective indorsement, to the Collateral Agent Security Trustee or in blank or (iiiC) have been registered in the name of the Collateral AgentSecurity Trustee. The Security Trustee is the registered holder of the Pledged Stock and the Pledged Beneficial Interests issued or held by such Grantor (if any) constituting uncertificated securities which are registered. None of the Pledged Stock, Stock or the Pledged Beneficial Interests and the Pledged Membership Interest issued or held by such Grantor (if any) that constitute or evidence the Collateral have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any person Person other than the Collateral Agent Security Trustee. (other than those agreed by the secured parties referenced therein to be terminated m) Each Asset Trust (or released). Any Pledged Beneficial Interests either (iAsset Trustee in respect of each Asset Trust) constitute “certificated securities” within the meaning of Section 8-102(a)(4) that is a Grantor hereunder represents and warrants as of the UCCInitial Closing Date if it is a party to this Agreement as of such date or if it is not a party as of such date, as of the date it becomes a party to this Agreement, and as of each subsequent date on which such Grantor acquires an Asset, that it is duly qualified to act as a trust or a trustee (as applicable) in each jurisdiction necessary in order for the Security Trustee to enforce its rights in the Collateral, that it has the power and authority to execute and deliver this Agreement and the other Related Documents to which it is a party and to carry out their terms and to grant the security interest in the Collateral to the Security Trustee, and that the execution, delivery and performance of this Agreement and the other Related Documents to which such Grantor is a party have been delivered to the Collateral Agent and (1) are in bearer form, (2) have been indorsed, duly authorized by an effective indorsement, to the Collateral Agent or in blank or (3) have been registered in the name of the Collateral Agent or (ii) a fully executed “control agreement” has been delivered to the Collateral Agent with respect to such Pledged Beneficial Interestsall necessary action.

Representations and Warranties of the Grantors. Each Grantor represents and warrants as of the date of this Agreement, the Effective Date, each Release Date in respect of which such Grantor is a Relevant Release Party and as of each date subsequent Closing Date and each Acquisition Date on which such Grantor executes and delivers a Grantor Supplement accepts an Aircraft (or a Collateral Supplementthe related Aircraft Interest), as follows: (a) Each Pool Aircraft is legally The Grantors are the legal and beneficially Owned by the Owner Subsidiary identified as the Owner of such Pool Aircraft in the applicable Release Request or legally Owned by the Owner Subsidiary and beneficially Owned by a Subsidiary Holdco or another Owner Subsidiary, except to the extent beneficial owners of the Local Requirements Exception Collateral and as provided in the definition of “Own”. None of the Pool each applicable Aircraft Assets has been sold in violation of the provisions of the Loan Documents, or is currently pledged, assigned or otherwise encumbered (except for Permitted Liens, those Grantors which do not hold title to Aircraft) free and no Pool Aircraft Assets are described in (i) clear of any UCC financing statements filed against any Transaction Party Encumbrance other than UCC Permitted Encumbrances and Encumbrances created under this Agreement. No effective financing statements which have been statement or other instrument similar in effect (or have been agreed by the secured parties referenced therein to be) terminated and UCC Financing Statements filed in connection with Permitted Liens or (ii) any other mortgage registrieswhich, including the International Registry (which for the avoidance of doubt, shall not include any contract Contract of saleSale in favor of any Grantor) covering all or filing records that may be applicable to the Pool Aircraft or Collateral in any other relevant jurisdiction, other than such filings or registrations that have been (or have been agreed by the secured parties referenced therein to be) terminated or that have been made in connection with Permitted Liens. Except to the extent of the Local Requirements Exception and as provided in the definition of “Own”, the Grantors are the legal and beneficial owners of the Collateral. None part of the Collateral has been sold or any International Interest in violation of the provisions of the Loan Documents, or respect thereof is currently pledged, assigned or otherwise encumbered other than pursuant to the terms of the Loan Documents and except for Permitted Liens. No Collateral is described on file in (i) any UCC financing statements filed against any Pledged Equity Party other than UCC financing statements which have been (or have been agreed by the secured parties referenced therein to be) terminated and the UCC financing statements filed in connection with Permitted Liens or (ii) any other mortgage registries, recording office including the International Registry (which for the avoidance of doubtRegistry, shall not include any contract of sale), or filing records that except such as may be applicable to the Collateral in any other relevant jurisdiction, other than such filings or registrations that have been (or have been agreed by the secured parties referenced therein to be) terminated or that have been made in connection with Permitted Liens, this Agreement or any other security document filed in favor of the Collateral Agent for Security Trustee relating to the benefit of the Secured Parties, or, with respect to any Lease, in favor of the applicable Lessor Subsidiary or the Lessee thereunderCollateral. (b) In each case as and to the extent required under the Express Perfection Requirements, this This Agreement creates a valid and (upon the taking of the actions required hereby) perfected security interest in favor of the Collateral Agent in and any Letter of Credit or “letter of credit right” (except to the Collateral extent any such Letter of Credit or “letter of credit right” constitutes supporting obligations of any Assigned Lease) as security for the Secured Obligations, subject in priority to no other Liens Encumbrances (other than Permitted LiensEncumbrances), and all filings and other actions necessary or desirable to perfect and protect such security interest as a first priority security interest of the Collateral Agent have been (or to the extent permitted hereby or in the case of future Collateral, Collateral will be) duly taken, enforceable against the applicable Grantors and creditors of and purchasers from such Grantors. (c) No Grantor has any trade names except as set forth on Schedule III hereto. (d) No consent of any other Person and no authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or other third party (including, for the avoidance of doubt, the International Registry) is required under any applicable law that is necessary to comply with the Express Perfection Requirements either (i) for the grant by such Grantor of the assignment and security interest granted hereby, (ii) for the execution, delivery or performance of this Agreement by such Grantor or (iii) for the perfection or maintenance of the pledge, assignment and security interest created hereby, except for (A) with respect to each Aircraft (and any related Assigned Lease) whose State of Registration is the United States of America wherein the Applicable Aviation Authority is the FAA, the filing with the FAA, in due form, for recordation where applicable, pursuant to Section 40102 and Section 44101 through Section 44112 of Title 49, United States Code, “Transportation,” of any and all title, registration and financing documentation necessary to accomplish the purposes of this Agreement, including, without limitation, an Aircraft Mortgage, an Aircraft Mortgage and continuation statements under Lease Assignment and/or an FAA Lease Security Assignment, as applicable, with respect to such Aircraft and/or the UCCrelated Assigned Lease, (B) the Required Cape Town Registrations, (C) the applicable filing of financing and continuation statements under the UCC, (D) the filing of particulars of charge in the Irish filings pursuant to Section 2.08(e) Companies Registration Office and (DE) such other filings as are required under other relevant local law in the case of Grantors that are not domiciled in the United States or a state thereoflaw. (e) The chief place jurisdiction of businessorganization, organizational identification ID number (if applicable) ), the chief place of business and chief executive or registered office of such Grantor and the office where such Grantor keeps records of the Collateral are located at the address specified opposite the name of such Grantor on the attached Schedule IV orhereto. If such Grantor is the lessor under a Cape Town Lease, it has the right to assign the International Interest provided for in such Cape Town Lease and all associated rights in respect of such Cape Town Lease that form part of the case of records, at ILFCCollateral. (f) The Pledged Stock constitutes Shares constitute the percentage of the issued and outstanding shares of capital stock of the issuers issuer thereof indicated on the attached Schedule II. The Pledged Membership Interests constitute the percentage of the membership interest of the issuer thereof, as indicated on Schedule II I hereto. The Pledged Beneficial Interests constitute the percentage of the beneficial interest of the issuer thereof indicated on Schedule II I hereto. The Pledged Aircraft Interests constitute all of the direct and indirect ownership interests of the Person owning the related Aircraft. (g) The Pledged Stock, the Pledged Membership Interests Shares and the Pledged Beneficial Interests (and, as applicable, the interests constituting the Membership Interest Collateral (if any)) (i) have been duly authorized and validly issued and are fully paid up and nonassessablenonassessable (or, in the case of the Pledged Beneficial Interests (or, as applicable, Membership Interest Collateral), not subject to any capital call or other additional capital requirement) and not subject to any preemptive rights, warrants, options or similar rights or restrictions in favor of third-parties or any contractual or other restrictions upon transfer other than in favor of Lessees or otherwise as permitted or required under the Indentures and (ii) constitute all of the outstanding share of capital stock, all of the beneficial interests and, as applicable, all of the membership interests in all of the direct and indirect Issuer Subsidiaries as of the date hereof. The Pledged Debt has been duly authorized authorized, authenticated or issued and delivered and delivered, is the legal, valid and binding obligation of each applicable Borrower Party thereunderobligor thereunder and is not in default. (h) The Pledged Stock Shares, the Pledged Beneficial Interests and the Pledged Membership Interests Interest Collateral (if any) constitute “certificated securities” within the meaning of Section 8-102(4) of the UCC. If the issuer thereof is organized under the laws of the United States or a state thereof, the The terms of any Pledged Equity Membership Interest Collateral (if any) expressly provide that such Pledged Equity Membership Interest Collateral shall be governed by Article 8 of the Uniform Commercial Code as in effect in the jurisdiction of the issuer of such Pledged Membership Interest or such Article 8 shall be applicable thereto under applicable LawsCollateral. Any Certificated Security or Instrument evidencing the The Pledged Stock, the Pledged DebtShares, the Pledged Beneficial Interests, the Pledged Membership Interests and any Investment the Membership Interest Collateral (if any) have been delivered to the Collateral Agent in accordance with Section 2.05 and 2.07Security Trustee. The Pledged Stock Shares, the Pledged Beneficial Interests and the Pledged Membership Interest Collateral (if any) either (i) are in bearer form, (ii) have been indorsed, by an effective indorsement, to the Collateral Agent Security Trustee or in blank or (iii) have been registered in the name of the Collateral AgentSecurity Trustee. None of the Pledged StockShares, the Pledged Beneficial Interests and the Pledged Membership Interest Collateral (if any) that constitute or evidence the Collateral have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any person Person other than the Collateral Agent (other than those agreed by the secured parties referenced therein to be terminated or released). Any Pledged Beneficial Interests either Security Trustee. (i) constitute A true and complete copy of each Assigned Agreement in effect on the Initial Closing Date has been delivered to the Security Trustee. Each Assigned Document upon its inclusion in the Collateral will have been duly authorized, executed and delivered by the relevant Grantors, will be in full force and effect and will be binding upon and enforceable against all parties thereto in accordance with their terms. (j) Other than the Security Interests granted to the Security Trustee pursuant to this Agreement, the Grantors have not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. The Grantors have not authorized the filing of, and are not aware of, any financing statements against any Grantor that include a description of collateral covering the Collateral other than any financing statement relating to the Security Interests granted to the Security Trustee hereunder or that has been terminated. The Grantors are not aware of any judgment or tax lien filing against any Grantor. (k) Each Lease constitutes “certificated securitiestangible chattel paper” within the meaning of Section 9-102(a)(78) of the UCC. No such Lease has any marks or notations indicating that it has been pledged, assigned or conveyed to any Person other than the Security Trustee. A true and complete original copy (or, if not available, a certified true copy) of each Lease to which any Issuer Group Member is a party has been delivered to the Security Trustee. (l) Each of the Hedge Agreements constitutes “general intangibles” within the meaning of Section 9-102(a)(42) of the UCC. (m) Each Security Trustee Account constitutes a “securities account” within the meaning of Section 8-102(a)(4501 of the UCC. (n) Each Non-Trustee Account at an Eligible Institution in the U.S. shall constitute a “deposit account” as defined in Section 9-102(a)(29) of the UCC, have been delivered to the Collateral Agent and (1) are in bearer form, (2) have been indorsed, by an effective indorsement, to the Collateral Agent or in blank or (3) have been registered in the name of the Collateral Agent or (ii) a fully executed “control agreement” has been delivered to the Collateral Agent with respect to such Pledged Beneficial Interests.

Representations and Warranties of the Grantors. Each Grantor represents and warrants as of the date of this Agreement, the Effective Date, each Release Date in respect of which such Grantor is a Relevant Release Party and as of each date on which such Grantor executes subjects a new Pool Aircraft to this Agreement solely with respect to such Pool Aircraft and delivers a Grantor Supplement or a Collateral Supplementsuch Grantor, as follows: (a) Each Pool Aircraft is either legally and beneficially Owned owned by the Owner a Lessor Subsidiary identified as the Owner of such Pool Aircraft in the applicable Release Request or legally Owned owned by the Owner a Lessor Subsidiary and beneficially Owned owned by a Subsidiary Holdco or another Owner SubsidiaryBorrower Party, in each case, except to the extent of the Local Requirements Exception Exception. The Grantors are the legal and as provided in beneficial owners of the definition of “Own”other Collateral. None of the Pool Aircraft Assets Collateral has been pledged, assigned, sold in violation of or otherwise encumbered other than pursuant to the provisions terms of the Loan Documents, or is currently pledged, assigned or otherwise encumbered Documents and except for Permitted Liens, and no Pool Aircraft Assets are Collateral is described in (i) any UCC financing statements Financing Statements filed against any Transaction Borrower Party other than UCC financing statements Financing Statements which have been (or have been agreed by the secured parties referenced therein to be) terminated and the UCC Financing Statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry (which for the avoidance of doubt, shall not include any contract Contract of sale) or filing records that may be applicable to the Pool Aircraft or Collateral Sale in favor of any other relevant jurisdiction, other than such filings or registrations that have been (or have been agreed by the secured parties referenced therein to be) terminated or that have been made in connection with Permitted Liens. Except to the extent of the Local Requirements Exception and as provided in the definition of “Own”, the Grantors are the legal and beneficial owners of the Collateral. None of the Collateral has been sold in violation of the provisions of the Loan Documents, or is currently pledged, assigned or otherwise encumbered other than pursuant to the terms of the Loan Documents and except for Permitted Liens. No Collateral is described in (i) any UCC financing statements filed against any Pledged Equity Party other than UCC financing statements which have been (or have been agreed by the secured parties referenced therein to be) terminated and the UCC financing statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry (which for the avoidance of doubt, shall not include any contract of saleGrantor), or filing records that may be applicable to the Collateral in any other relevant jurisdiction, other than such filings or registrations that have been (or have been agreed by the secured parties referenced therein to be) terminated or that have been made in connection with Permitted Liens, this Agreement or any other security document in favor of the Collateral Agent for the benefit of the Secured Parties, or, with respect to any Leasethe Leases, in favor of the applicable Lessor Subsidiary Borrower Parties or the Lessee thereunder. (b) In each case as and to the extent required under the Express Perfection Requirements, this This Agreement creates a valid and (upon the taking of the actions required hereby) perfected security interest in favor of the Collateral Agent in the Collateral as security for the Secured Obligations, subject in priority to no other Liens (other than Permitted Liens (other than, in the case of priority, the Permitted Lien described in clause (p) of the definition of Permitted Liens)), and all filings and other actions necessary to perfect and protect such security interest as a first priority security interest of the Collateral Agent have been (or to the extent permitted hereby or in the case of future Collateral, Collateral will be) duly takentaken (except that only the Express Perfection Requirements shall be required to be satisfied), enforceable against the applicable Grantors Borrower Parties and creditors of and purchasers from such GrantorsBorrower Parties. (c) No Grantor has any trade names except as set forth on Schedule III hereto. (d) No consent of any other Person and no authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or other third party (including, for the avoidance of doubt, the International Registry) is required under the laws of the United States, Ireland and the Cayman Islands, or any applicable law that is necessary to comply with the Express Perfection Requirements Other Relevant Jurisdiction either (i) for the grant by such Grantor of the assignment and security interest granted hereby, (ii) for the execution, delivery or performance of this Agreement by such Grantor or (iii) for the perfection or maintenance of the pledge, assignment and security interest created hereby, except for (subject to the last sentence of the definition of Express Perfection Requirements) of (A) with respect to each Pool Aircraft whose country of registration is the United States of America, the filing with the FAA, in due form, for recordation where applicable, pursuant to Section 40102 and Section 44101 through Section 44112 of Title 49, United States Code, "Transportation," of any and all title, registration and financing documentation necessary to accomplish the purposes of this Agreement, including, without limitation, each of the Relevant FAA Aircraft Mortgages, each of the Relevant FAA Aircraft Mortgages and continuation statements under Lease Assignments and/or each of the UCCRelevant FAA Lease Security Assignments, as applicable, with respect to such Pool Aircraft and/or the related Assigned Lease, (B) the Required Cape Town Registrations, (C) the filing of financing and continuation statements under the UCC and (D) the applicable Irish filings pursuant to Section 2.08(e) and (D) such other filings as are required under relevant local law in the case of Grantors that are not domiciled in the United States or a state thereof2.08(f). (e) The chief place of business, organizational identification number or company registration number (if applicable) and chief executive or registered office of such Grantor and the office where such Grantor keeps records of the Collateral are located at the address specified opposite the name of such Grantor on the attached Schedule IV orIV. If such Grantor is the lessor under a Cape Town Lease, it has the right to assign the International Interest provided for in such Cape Town Lease and all associated rights in respect of such Cape Town Lease that form part of the case of records, at ILFCCollateral. (f) The Pledged Stock constitutes the percentage of the issued and outstanding shares of capital stock of the issuers thereof indicated on the attached Schedule II. The Pledged Membership Interests constitute the percentage of the membership interest of the issuer thereof, as indicated on Schedule II hereto. The Pledged Beneficial Interests constitute the percentage of the beneficial interest of the issuer thereof indicated on Schedule II hereto. (g) The Pledged Stock, the Pledged Membership Interests and the Pledged Beneficial Interests have been duly authorized and validly issued and are fully paid up and nonassessable. The Pledged Debt has been duly authorized or issued and delivered and is the legal, valid and binding obligation of each applicable Borrower Party thereunder. (h) The Pledged Stock and the Pledged Membership Interests constitute “"certificated securities” " within the meaning of Section 8-102(4) of the UCC. If the issuer thereof is organized under the laws of the United States or a state thereof, the terms of any Pledged Equity Interest expressly provide that such Pledged Equity Interest shall be governed by Article 8 of the Uniform Commercial Code as in effect in the jurisdiction of the issuer of such Pledged Membership Interest or such Article 8 shall be applicable thereto under applicable Laws. Any Certificated Security or Instrument evidencing the Pledged Stock, the Pledged Debt, the Pledged Beneficial Interests, the Pledged Membership Interests and any Investment Collateral have been delivered to the Collateral Agent in accordance with Section 2.05 and 2.07. The Pledged Stock and the Pledged Membership Interest either (i) are in bearer form, (ii) have been indorsed, indorsed by an effective indorsement, indorsement to the Collateral Agent or in blank or (iii) have been registered in the name of the Collateral Agent. None of the Pledged Stock, the Pledged Beneficial Interests and the Pledged Membership Interest that constitute or evidence the Collateral have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any person other than the Collateral Agent (other than those agreed by the secured parties referenced therein to be terminated or released)Agent. Any Pledged Beneficial Interests either (i) constitute “"certificated securities” " within the meaning of Section 8-102(a)(48‑102(a)(4) of the UCC, have been delivered to the Collateral Agent and are either (1) are in bearer form, (2) have been indorsed, by an effective indorsement, to the Collateral Agent or in blank or (3) have been registered in the name of the Collateral Agent or (ii) a fully executed “"control agreement” " has been delivered to the Collateral Agent with respect to such Pledged Beneficial Interests. (i) A true and complete copy of each Assigned Agreement in effect on the date hereof has been delivered (or will be delivered within no more than ten (10) Business Days) to the Collateral Agent. Each Assigned Document upon its inclusion in the Collateral will have been duly authorized, executed and delivered by the relevant Grantors, will be in full force and effect and will be binding upon and enforceable against all parties thereto in accordance with their terms.

Representations and Warranties of the Grantors. Each Grantor represents and warrants as of the date of this Agreement, the Effective Date, each Release Date in respect of which such Grantor is a Relevant Release Party Agreement and as of each date on which such Grantor executes and delivers a Grantor Supplement or a Collateral Supplement, subsequent Closing Date as follows: (a) Each Pool Aircraft Grantor is legally and beneficially Owned by the Owner Subsidiary identified as the Owner of such Pool Aircraft in the applicable Release Request or legally Owned by the Owner Subsidiary and beneficially Owned by a Subsidiary Holdco or another Owner Subsidiary, except to the extent of the Local Requirements Exception and as provided in the definition of “Own”. None of the Pool Aircraft Assets has been sold in violation of the provisions of the Loan Documents, or is currently pledged, assigned or otherwise encumbered except for Permitted Liens, and no Pool Aircraft Assets are described in (i) any UCC financing statements filed against any Transaction Party other than UCC financing statements which have been (or have been agreed by the secured parties referenced therein to be) terminated and UCC Financing Statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry (which for the avoidance of doubt, shall not include any contract of sale) or filing records that may be applicable to the Pool Aircraft or Collateral in any other relevant jurisdiction, other than such filings or registrations that have been (or have been agreed by the secured parties referenced therein to be) terminated or that have been made in connection with Permitted Liens. Except to the extent of the Local Requirements Exception and as provided in the definition of “Own”, the Grantors are the legal and beneficial owners of the Collateral. None owner of the Collateral has been sold in violation pledged and assigned by it hereunder free and clear of the provisions of the Loan Documents, or is currently pledged, assigned or otherwise encumbered other than pursuant to the terms of the Loan Documents and except for Permitted Liens. No Collateral is described in (i) any UCC financing statements filed against any Pledged Equity Party other than UCC financing statements which have been (or have been agreed by the secured parties referenced therein to be) terminated and the UCC financing statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry (which for the avoidance of doubt, shall not include any contract of sale), or filing records that may be applicable to the Collateral in any other relevant jurisdictionEncumbrance, other than the security interest created by this Agreement. No effective financing statement or other instrument similar in effect covering all or any part of the Collateral is on file in any recording office, except such filings or registrations that as may have been (or have been agreed by the secured parties referenced therein to be) terminated or that have been made in connection with Permitted Liens, this Agreement or any other security document filed in favor of the Collateral Agent for the benefit of the Secured Parties, or, with respect Security Trustee relating to any Lease, in favor of the applicable Lessor Subsidiary or the Lessee thereunderthis Agreement. (b) In each case as This Agreement, the pledge of the Security Collateral pursuant hereto and the pledge and assignment on the date hereof and from time to time hereafter of the extent required under the Express Perfection Requirements, this Agreement creates other Collateral pursuant hereto create a valid and (upon the taking of the actions required hereby) perfected security interest in favor therein, securing the payment of the Collateral Agent in the Collateral as security for the Secured Obligations, subject in priority to no other Liens (other than Permitted Liens)claims, and all filings and other actions necessary or desirable to perfect and protect such security interest as a first priority security interest of the Collateral Agent have been (or to the extent permitted hereby or in the case of future Collateral, will be) duly taken, enforceable against the applicable Grantors and creditors of and purchasers from such Grantors. (c) No Grantor has any trade names except as set forth on Schedule III hereto. (d) No consent of any other Person and no authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or other third party (including, for the avoidance of doubt, the International Registry) is required under any applicable law that is necessary to comply with the Express Perfection Requirements either (i) for the grant by such Grantor of the assignment and security interest granted hereby, (ii) for the execution, delivery or performance of this Agreement by such Grantor or (iiiii) for the perfection or maintenance of the pledge, assignment and security interest created hereby, except for (A) the filing of financing and continuation statements under the UCC, (B) the Required Cape Town Registrations, (C) the applicable Irish filings pursuant to Section 2.08(e) and (D) such other filings as are required under relevant local law in the case of Grantors that are not domiciled in the United States or a state thereofUniform Commercial Code. (e) The chief place of business, organizational identification number (if applicable) business and chief executive or registered office of such Grantor and the office where such Grantor keeps records of the Collateral each Assigned Lease to which it is a party are located at the address specified opposite the name of such Grantor on the attached Schedule IV or, in the case of records, at ILFChereto. (f) The Pledged Stock constitutes the percentage of the issued and outstanding shares of capital stock of the issuers thereof indicated on the attached Schedule II. The Pledged Membership Interests constitute the percentage of the membership interest of the issuer thereof, as indicated on Schedule II I hereto. The Pledged Beneficial Interests constitute Interest constitutes the percentage of the beneficial interest of the issuer thereof indicated on Schedule II I hereto. (g) The Pledged Stock, the Pledged Membership Interests Stock and the Pledged Beneficial Interests Interest have been duly authorized and validly issued and are fully paid up and nonassessable. The Pledged Debt has been duly authorized authorized, authenticated or issued and delivered and delivered, is the legal, valid and binding obligation of each applicable Borrower Party thereunderobligor thereunder and is not in default. (h) The Pledged Stock Assigned Agreements and the Pledged Membership Interests constitute “certificated securities” within Assigned Leases, true and complete copies of which have been furnished to the meaning of Section 8-102(4) Security Trustee, have been duly authorized, executed and delivered by the relevant Grantors, have not been amended or otherwise modified, are in full force and effect and are binding upon and enforceable against all parties thereto in accordance with their terms. There exists no default under any Assigned Agreement or any Assigned Lease by any Grantor party thereto. Each party to any Assigned Agreements (there being none as of the UCC. If date of this Agreement) other than the issuer thereof is organized under Issuer and the laws of the United States or a state thereof, the terms of any Pledged Equity Interest expressly provide that such Pledged Equity Interest shall be governed by Article 8 of the Uniform Commercial Code as in effect in the jurisdiction of the issuer of such Pledged Membership Interest or such Article 8 shall be applicable thereto under applicable Laws. Any Certificated Security or Instrument evidencing the Pledged Stock, the Pledged Debt, the Pledged Beneficial Interests, the Pledged Membership Interests Trustee has executed and any Investment Collateral have been delivered to the Collateral Agent Security Trustee a consent, in accordance with Section 2.05 and 2.07. The Pledged Stock and substantially the Pledged Membership Interest either form of Exhibit E (i) are or any other form approved in bearer form, (ii) have been indorsed, writing by an effective indorsementthe Administrative Agent), to the Collateral Agent or in blank or (iii) have been registered in the name assignment of the relevant Agreement Collateral Agentto the Security Trustee pursuant to this Agreement. None Each party other than any Grantor to any Assigned Lease which by its terms requires the lessor thereof to obtain the consent of the Pledged Stocklessee thereof, the Pledged Beneficial Interests has executed and the Pledged Membership Interest that constitute or evidence the Collateral have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any person other than the Collateral Agent (other than those agreed by the secured parties referenced therein to be terminated or released). Any Pledged Beneficial Interests either (i) constitute “certificated securities” within the meaning of Section 8-102(a)(4) of the UCC, have been delivered to the Collateral Agent and Security Trustee a consent, in substantially the form of Exhibit E (1) are or any other form approved in bearer form, (2) have been indorsed, writing by an effective indorsementthe Administrative Agent), to the Collateral Agent or in blank or (3) have been registered in the name assignment of the relevant Lease Collateral Agent or (ii) a fully executed “control agreement” to the Security Trustee pursuant to this Agreement. Each party to any other Assigned Lease other than any Grantor has been delivered given due notice of the assignment of the relevant Lease Collateral to the Collateral Agent with respect Security Trustee pursuant to such Pledged Beneficial Intereststhis Agreement.

Representations and Warranties of the Grantors. Each Grantor (other than the Issuer) represents and warrants as of the date of this Agreement, the Effective Initial Closing Date, each Release Date in respect if it is a party to this Agreement on such date, or as of which the date such Grantor is becomes a Relevant Release Party party to this Agreement by the execution and as delivery of each date on which such Grantor executes and delivers a Grantor Supplement or and, with respect to all Collateral, as of the date such Collateral becomes a Collateral Supplementpart of the Collateral, as follows: (a) Each Pool Aircraft Such Grantor is legally and beneficially Owned by the Owner Subsidiary identified as the Owner of such Pool Aircraft in the applicable Release Request or legally Owned by the Owner Subsidiary and beneficially Owned by a Subsidiary Holdco or another Owner Subsidiary, except to the extent of the Local Requirements Exception and as provided in the definition of “Own”. None of the Pool Aircraft Assets has been sold in violation of the provisions of the Loan Documents, or is currently pledged, assigned or otherwise encumbered except for Permitted Liens, and no Pool Aircraft Assets are described in (i) any UCC financing statements filed against any Transaction Party other than UCC financing statements which have been (or have been agreed by the secured parties referenced therein to be) terminated and UCC Financing Statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry (which for the avoidance of doubt, shall not include any contract of sale) or filing records that may be applicable to the Pool Aircraft or Collateral in any other relevant jurisdiction, other than such filings or registrations that have been (or have been agreed by the secured parties referenced therein to be) terminated or that have been made in connection with Permitted Liens. Except to the extent of the Local Requirements Exception and as provided in the definition of “Own”, the Grantors are the legal and beneficial owners of the Collateral. None owner of the Collateral has been sold in violation pledged by it hereunder free and clear of the provisions of the Loan Documents, or is currently pledged, assigned or otherwise encumbered any and all Encumbrances (other than pursuant to the terms of the Loan Documents and except for Permitted Liens. No Collateral is described in (i) any UCC financing statements filed against any Pledged Equity Party other than UCC financing statements which have been (or have been agreed by the secured parties referenced therein to be) terminated and the UCC financing statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry (which for the avoidance of doubt, shall not include any contract of saleEncumbrances), or filing records that may be applicable to the Collateral in any other relevant jurisdiction, other than such filings or registrations that have been (or have been agreed by the secured parties referenced therein to be) terminated or that have been made in connection with Permitted Liens, this Agreement or any other security document in favor of the Collateral Agent for the benefit of the Secured Parties, or, with respect to any Lease, in favor of the applicable Lessor Subsidiary or the Lessee thereunder. (b) In each case as and to the extent required under the Express Perfection Requirements, this This Agreement creates a valid and (and, upon the taking of the actions required hereby) , perfected security interest in favor the Collateral (other than (a) the Assets and Assigned Leases to the extent the registrations and filings provided in Section 3.12 are insufficient for such purpose, (b) with respect to insurance policies to the extent that Article 9 of the UCC does not apply to such Collateral Agent in and (c) letters of credit, except to the Collateral extent any such letter of credit constitutes supporting obligations of any Assigned Lease) as security for the Secured Obligations, subject in priority to no other Liens Encumbrances (other than Permitted LiensEncumbrances), and all filings and other actions necessary or desirable to perfect and protect such security interest as a first priority have been duly taken (but only to the extent provided in Section 3.12 with respect to Assets and Assigned Leases). Other than the security interest granted to the Security Trustee pursuant to this Agreement or any security interest previously granted that shall be terminated, released and/or discharged as of the date this representation and warranty is given, such Grantor has not pledged, assigned, sold or granted a security interest in any of the Collateral Agent have or authorized, and is not aware of, the filing of any financing statements or other instruments similar in effect or the registration of any International Interest or Prospective International #4821-3610-4420v6 Interest against such Grantor, any Asset or the Collateral other than any financing statement or registration of an International Interest or Prospective International Interest relating to the security interest granted to the Security Trustee hereunder or otherwise in respect of Required Cape Town Registrations or that has been terminated (or that relate to the extent permitted hereby or any security interest previously granted that has been terminated and such filing is in the course of being terminated), in each case as of future the date this representation and warranty is given as to such Grantor, Asset and Collateral, will be) duly taken, enforceable . There are no judgment or tax lien filings against the applicable Grantors and creditors of and purchasers from such Grantorsany Grantor. (c) No The name of such Grantor has any trade names except as set forth it appears on Schedule III heretothe signature pages hereto or on the applicable Grantor Supplement is its name as it appears on the public record of its jurisdiction of organization or incorporation or, in the case of a trust, provides the name specified for the trust in its organizational documents and indicates that it is a trust. (d) No consent of any other Person and no authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or other third party (including, for the avoidance of doubt, the International Registry) is required under any applicable law that is necessary to comply with the Express Perfection Requirements either (i) for the grant by such Grantor of the assignment and security interest granted hereby, (ii) for the execution, delivery or performance of this Agreement or any other Related Document by such Grantor or (iii) for the perfection or maintenance of the pledge, assignment and security interest created herebyhereby (but only to the extent provided in Section 3.12 with respect to Assets and Assigned Leases), except for (A) the filing of financing and continuation statements under the UCC, (B) the Required Cape Town Registrations, (C) such filings with the applicable Irish filings pursuant to Section 2.08(e) FAA and any other Applicable Aviation Authority, (D) as otherwise described in a Grantor Supplement or Collateral Supplement, (E) such other filings as are required under other relevant local law and (F) consents to, or authorizations or approvals of, filings, in each case that have been or will be given, obtained or made, as the case of Grantors that are not domiciled in the United States or a state thereofmay be. (e) The chief place jurisdiction of business, organizational identification number (if applicable) and chief executive organization or registered office incorporation of such Grantor and is set forth on Schedule III, as supplemented by any Grantor Supplement, and, if applicable to determine such Grantor's location for purposes of the UCC, the office where such Grantor keeps records of or relating to the Collateral are is located at the address specified opposite the name of such Grantor on the attached Schedule IV orIII, in the case of records, at ILFCas supplemented by any Grantor Supplement. (f) The Pledged Stock issued or held by such Grantor (if any) constitutes the percentage of the issued and outstanding shares Stock of capital stock such Grantor indicated on Schedule I, as supplemented by any Grantor Supplement or Collateral Supplement executed and delivered by any Grantor. The Pledged Beneficial Interests issued or held by such Grantor (if any) constitute the percentage of the Beneficial Interests of the issuers thereof indicated on the attached Schedule II. The Pledged Membership Interests constitute the percentage of the membership interest of the issuer thereofI, as indicated on Schedule II hereto. The Pledged Beneficial Interests constitute the percentage of the beneficial interest of the issuer thereof indicated on Schedule II heretosupplemented by any Grantor Supplement or Collateral Supplement executed and delivered by any Grantor. (g) If such Grantor is a trust or company (including an Asset Trustee) that holds legal title to an Asset, it is situated in a Contracting State (or another jurisdiction if necessary or desirable for tax, registration or other lease or ownership structuring reasons) and has the power to dispose of each Asset that it owns and the right to assign the International Interest provided for in each Cape Town Lease under which it is the lessor and all associated rights in respect of such Cape Town Lease that form part of the Collateral. If such Grantor is the #4821-3610-4420v6 lessor under a Cape Town Lease, upon the registration of such Cape Town Lease as an International Interest, it shall have the right to assign the International Interest provided for in such Cape Town Lease and all associated rights in respect of such Cape Town Lease that form part of the Collateral. (h) The Pledged Stock, the Pledged Membership Interests Stock and the Pledged Beneficial Interests (and, as applicable, the interests constituting the Membership Interest Collateral (if any)) that are issued or held by such Grantor (i) have been duly authorized and validly issued and are fully paid up and nonassessablenonassessable (or, in the case of the Pledged Beneficial Interests (or, as applicable, Membership Interest Collateral), not subject to any capital call or other additional capital requirement) and not subject to any preemptive rights, warrants, options or similar rights or restrictions in favor of third parties or any contractual or other restrictions upon transfer other than in favor of Lessees or otherwise as permitted or required under the Indenture and (ii) constitute all of the outstanding shares of capital stock, all of the beneficial interests and, as applicable, all of the membership interests in all of the direct and indirect Issuer Subsidiaries as of the date hereof. The Pledged Debt that is issued or held by such Grantor has been duly authorized authorized, authenticated or issued and delivered and delivered, is the legal, valid and binding obligation of each applicable Borrower Party thereunderobligor thereunder and is not in default. (hi) The Pledged Stock A true and complete copy of each Assigned Agreement and each Assigned Part-Out Agreement in effect to which such Grantor is a party on the Pledged Membership Interests constitute Initial Closing Date or on the date of any Grantor Supplement or Collateral Supplement to which such Grantor is a party, as applicable, has been delivered to the Security Trustee. Each such Assigned Agreement and each such Assigned Part-Out Agreement, as of the Initial Closing Date or as of the date of such Grantor Supplement or Collateral Supplement, as applicable, has been duly authorized, executed and delivered, is in full force and effect and is binding upon and enforceable against all parties thereto in accordance with its terms. (j) Each Account that exists on the Initial Closing Date or that is established and maintained thereafter for the benefit of such Grantor in accordance with Section 3.01 of the Indenture constitutes a “certificated securitiesdeposit account” within the meaning of Section 9-102(a)(29) of the UCC and, to the extent that the Trustee invests the Balance therein in Permitted Investments, a “securities account” within the meaning of Section 8-102(4501 of the UCC. (k) Each of the Hedge Agreements and Asset Interests constitute “general intangibles” within the meaning of Section 9-102(a)(42) of the UCC. If . (l) The Pledged Stock and the issuer thereof is organized under Pledged Beneficial Interests issued or held by such Grantor (if any) constitute "certificated securities" within the laws meaning of Section 8-102(a)(4) of the United States or a state thereofUCC, other than (i) the terms of any Pledged Equity Membership Interest Collateral that does not expressly provide that such Pledged Equity Membership Interest Collateral shall be governed by Article 8 of the Uniform Commercial Code UCC as in effect in the jurisdiction of the issuer of such Pledged Membership Interest Collateral, (ii) any Pledged Stock or such Article 8 shall be applicable thereto under applicable Laws. Any Certificated Security or Instrument evidencing the Pledged Stock, the Pledged Debt, the Pledged Beneficial Interests, Interests which constitute "uncertificated securities" within the meaning of Section 8-102(a)(18) of the UCC or (iii) any Pledged Membership Beneficial Interests and any Investment Collateral have been delivered to which do not constitute “securities” within the Collateral Agent in accordance with meaning of Section 2.05 and 2.078-102(a)(15) of the UCC. The Pledged Stock and the Pledged Membership Interest Beneficial Interests issued or held by such Grantor (if any) that constitute #4821-3610-4420v6 certificated securities have been delivered to the Security Trustee and either (iA) are in bearer form, (iiB) have been indorsed, by an effective indorsement, to the Collateral Agent Security Trustee or in blank or (iiiC) have been registered in the name of the Collateral AgentSecurity Trustee. The Security Trustee is the registered holder of the Pledged Stock and the Pledged Beneficial Interests issued or held by such Grantor (if any) constituting uncertificated securities which are registered. None of the Pledged Stock, Stock or the Pledged Beneficial Interests and the Pledged Membership Interest issued or held by such Grantor (if any) that constitute or evidence the Collateral have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any person Person other than the Collateral Agent Security Trustee. (other than those agreed by the secured parties referenced therein to be terminated m) Each Asset Trust (or released). Any Pledged Beneficial Interests either (iAsset Trustee in respect of each Asset Trust) constitute “certificated securities” within the meaning of Section 8-102(a)(4) that is a Grantor hereunder represents and warrants as of the UCCInitial Closing Date if it is a party to this Agreement as of such date or if it is not a party as of such date, as of the date it becomes a party to this Agreement, and as of each subsequent date on which such Grantor acquires an Asset, that it is duly qualified to act as a trust or a trustee (as applicable) in each jurisdiction necessary in order for the Security Trustee to enforce its rights in the Collateral, that it has the power and authority to execute and deliver this Agreement and the other Related Documents to which it is a party and to carry out their terms and to grant the security interest in the Collateral to the Security Trustee, and that the execution, delivery and performance of this Agreement and the other Related Documents to which such Grantor is a party have been delivered to the Collateral Agent and (1) are in bearer form, (2) have been indorsed, duly authorized by an effective indorsement, to the Collateral Agent or in blank or (3) have been registered in the name of the Collateral Agent or (ii) a fully executed “control agreement” has been delivered to the Collateral Agent with respect to such Pledged Beneficial Interestsall necessary action.

Representations and Warranties of the Grantors. Each Grantor represents and warrants as of the date of this Agreement, the Effective Date, each Release Date in respect of which such Grantor is a Relevant Release Party and as of each date subsequent Acquisition Date and each Delivery Date on which such Grantor executes and delivers accepts a Grantor Supplement or a Collateral Supplement, Financed Aircraft as follows: (a) Each Pool Grantor represents that it has been duly organized and is validly existing and in good standing in its jurisdiction of organization and each Grantor that is an owner of a Financed Aircraft represents that it has been duly organized and is legally validly existing and beneficially Owned by in good standing under the Owner Subsidiary identified as the Owner laws of such Pool Aircraft in the applicable Release Request or legally Owned by the Owner Subsidiary and beneficially Owned by a Subsidiary Holdco or another Owner Subsidiary, except to the extent State of the Local Requirements Exception and as provided in United States of America or the definition District of “Own”. None of the Pool Aircraft Assets has been sold in violation of the provisions of the Loan Documents, or is currently pledged, assigned or otherwise encumbered except for Permitted Liens, and no Pool Aircraft Assets are described in Columbia. (ib) any UCC financing statements filed against any Transaction Party other than UCC financing statements which have been (or have been agreed by the secured parties referenced therein to be) terminated and UCC Financing Statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry (which for the avoidance of doubt, shall not include any contract of sale) or filing records that may be applicable to the Pool Aircraft or Collateral in any other relevant jurisdiction, other than such filings or registrations that have been (or have been agreed by the secured parties referenced therein to be) terminated or that have been made in connection with Permitted Liens. Except to the extent of the Local Requirements Exception and as provided in the definition of “Own”, the The Grantors are the legal and beneficial owners of the CollateralCollateral free and clear of any Lien other than Permitted Encumbrances. None No effective financing statement or other instrument similar in effect (other than in connection with any Lease with the Applicable Aviation Authority or other governmental authority or office or any Permitted Encumbrance) covering all or any part of the Collateral has been sold is on file in violation of the provisions of the Loan Documentsany recording office, or is currently pledged, assigned or otherwise encumbered other than pursuant to the terms of the Loan Documents and except for Permitted Liens. No Collateral is described in (i) any UCC financing statements filed against any Pledged Equity Party other than UCC financing statements which such as may have been (or have been agreed by the secured parties referenced therein to be) terminated and the UCC financing statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry (which for the avoidance of doubt, shall not include any contract of sale), or filing records that may be applicable to the Collateral in any other relevant jurisdiction, other than such filings or registrations that have been (or have been agreed by the secured parties referenced therein to be) terminated or that have been made in connection with Permitted Liens, this Agreement or any other security document in favor of the Security Trustee relating to the Collateral Agent for the benefit of the Secured Parties, or, with respect to any Lease, in favor of the applicable Lessor Subsidiary or the Lessee thereundersuch as may have been terminated. (bc) In each case as and to the extent required under the Express Perfection Requirements, this This Agreement creates a valid and (upon the taking of the actions required hereby) perfected security interest in favor of the Collateral Agent in the Collateral as security for the Secured Obligations, subject in priority to no other Liens (other than Permitted LiensEncumbrances). Upon the taking of the actions required hereby, and all such security interest will be perfected under the UCC and, with respect only to any security interest granted by a Foreign Issuer Subsidiary, under the applicable laws of such Foreign Issuer Subsidiary's jurisdiction of organization. All filings and other actions necessary or desirable to perfect and protect such security interest as a first priority under the UCC and, with respect only to any security interest granted by a Foreign Issuer Subsidiary, under the applicable laws of the Collateral Agent such Foreign Issuer Subsidiary's jurisdiction of organization have been (or to the extent permitted hereby or in the case of future Collateral, Collateral will be) duly takentaken under the UCC and, enforceable against with respect to any security interest granted by a Foreign Issuer Subsidiary, under the applicable laws of such Foreign Issuer Subsidiary's jurisdiction of organization. Other than the security interest granted to the Security Trustee pursuant to this Agreement and, other than as permitted by this Agreement, the Grantors and creditors have not affirmatively pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. The Grantors have not authorized the filing of and purchasers from such Grantorsare not aware of the filing of any financing statements (other than in connection with any Lease) against any Grantor that include a description of collateral covering the Collateral other than any financing statement relating to the security interest granted to the Security Trustee hereunder or that has been terminated. The Grantors are not aware of any judgment or tax lien filings against any Grantor. (cd) No Grantor has any trade names except as set forth on Schedule III hereto. (de) No consent of any other Person and no authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or other third party (including, for the avoidance of doubt, the International Registry) is required under any applicable law that is necessary to comply with the Express Perfection Requirements either (i) for the grant by such Grantor of the assignment and security interest granted herebyhereby under the UCC, (ii) for the execution, delivery or performance of this Agreement by such Grantor or (iii) for the perfection or maintenance of the pledge, assignment and security interest created herebyhereby under the UCC or, with respect to any security interest granted by a Foreign Issuer Subsidiary under the applicable laws of such Foreign Issuer Subsidiary's jurisdiction of organization except for (A) the filing of financing and continuation statements under the UCCUCC or, (B) the Required Cape Town Registrationswith respect to any security interest granted by a Foreign Issuer Subsidiary, (C) for such consents, authorizations, approvals, actions, notices or filings as may be required under the applicable Irish filings pursuant to Section 2.08(e) and (D) laws of such other filings as are required under relevant local law in the case Foreign Issuer Subsidiary's jurisdiction of Grantors that are not domiciled in the United States or a state thereoforganization. (ef) The chief place jurisdiction of businessorganization, organizational identification number (if applicable) ), the correct name, the chief place of business and chief executive or registered office of such Grantor and the office where such Grantor keeps records of the Collateral are located at the address specified opposite the name of such Grantor on the attached Schedule IV or, in the case of records, at ILFCIII. (fg) The Pledged Stock constitutes the percentage of the issued and outstanding shares of capital stock of the issuers thereof indicated on the attached Schedule II. I. The Pledged Membership Interests constitute Interest constitutes the percentage of the membership interest of the issuer thereof, as thereof indicated on Schedule II heretoI thereto. The Pledged Beneficial Interests constitute Interest constitutes the percentage of the beneficial interest of the issuer thereof indicated on Schedule II I hereto. (gh) The Pledged Stock, the Pledged Membership Interests and the Pledged Beneficial Interests have been duly authorized and validly issued and are fully paid up and nonassessable. The Pledged Debt has been duly authorized or issued , and delivered are free and is the legal, valid and binding obligation clear of each applicable Borrower Party thereunderany Liens other than Permitted Encumbrances. (hi) The To the extent the Ownership Interest Collateral is certificated, (a) such Pledged Stock Stock, Pledged Beneficial Interests and the Pledged Membership Interests constitute “certificated securities” within have been delivered to the meaning of Section 8-102(4Security Trustee; (b) of the UCC. If the issuer thereof is organized under the laws of the United States or a state thereof, the terms of any Pledged Equity Interest expressly provide that such Pledged Equity Interest shall be governed by Article 8 of the Uniform Commercial Code as in effect in the jurisdiction of the issuer of such Pledged Membership Interest or such Article 8 shall be applicable thereto under applicable Laws. Any Certificated Security or Instrument evidencing the Pledged Stock, the Pledged Debt, the Pledged Beneficial Interests, Interests and the Pledged Membership Interests and any Investment Collateral have been delivered to the Collateral Agent in accordance with Section 2.05 and 2.07. The Pledged Stock and the Pledged Membership Interest either (i) are in bearer form, (ii) have been indorsedendorsed, by an effective indorsementendorsement, to the Collateral Agent Security Trustee or one of its agents or nominees or in blank or (iii) have been registered in the name of the Collateral Agent. None Security Trustee or one of its agents or nominees; and (c) none of the Pledged Stock, the Pledged Beneficial Interests and the Pledged Membership Interest Interests that constitute or evidence the Collateral have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any person Person other than the Collateral Agent Security Trustee. (other than those agreed by j) The Leases constitute "tangible chattel paper" within the secured parties referenced therein to be terminated or released). Any Pledged Beneficial Interests either meaning of Section 9-102(a)(78) of the UCC. (ik) constitute “certificated securities” Each Account constitutes a "securities account" within the meaning of Section 8-102(a)(4) 501 of the UCC, have been delivered to the Collateral Agent and (1) are in bearer form, (2) have been indorsed, by an effective indorsement, to the Collateral Agent or in blank or (3) have been registered in the name of the Collateral Agent or (ii) a fully executed “control agreement” has been delivered to the Collateral Agent with respect to such Pledged Beneficial Interests.

Representations and Warranties of the Grantors. Each Grantor represents and warrants as of the date of this Agreement, the Effective Date, each Release Date in respect of which such Grantor is a Relevant Release Party and as of each date subsequent Closing Date and each Delivery Date on which such Grantor executes and delivers a Grantor Supplement or a Collateral Supplementaccepts an Aircraft, as follows: (a) Each Pool Aircraft is legally and beneficially Owned by the Owner Subsidiary identified as the Owner of such Pool Aircraft in the applicable Release Request or legally Owned by the Owner Subsidiary and beneficially Owned by a Subsidiary Holdco or another Owner Subsidiary, except to the extent of the Local Requirements Exception and as provided in the definition of “Own”. None of the Pool Aircraft Assets has been sold in violation of the provisions of the Loan Documents, or is currently pledged, assigned or otherwise encumbered except for Permitted Liens, and no Pool Aircraft Assets are described in (i) any UCC financing statements filed against any Transaction Party other than UCC financing statements which have been (or have been agreed by the secured parties referenced therein to be) terminated and UCC Financing Statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry (which for the avoidance of doubt, shall not include any contract of sale) or filing records that may be applicable to the Pool Aircraft or Collateral in any other relevant jurisdiction, other than such filings or registrations that have been (or have been agreed by the secured parties referenced therein to be) terminated or that have been made in connection with Permitted Liens. Except to the extent of the Local Requirements Exception and as provided in the definition of “Own”, the The Grantors are the legal and beneficial owners of the Collateral. None owner of the Collateral has been sold in violation free and clear of the provisions of the Loan Documents, or is currently pledged, assigned or otherwise encumbered any Encumbrance (other than pursuant to the terms of the Loan Documents and except for Permitted Liens. No Collateral is described in (i) any UCC financing statements filed against any Pledged Equity Party other than UCC financing statements which have been (or have been agreed by the secured parties referenced therein to be) terminated and the UCC financing statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry (which for the avoidance of doubt, shall not include any contract of saleEncumbrances), or filing records that may be applicable to the Collateral in any other relevant jurisdiction, other than that of this Agreement. No effective financing statement or other instrument similar in effect covering all or any part of the Collateral is on file in any recording office, except such filings or registrations that as may have been (or have been agreed by the secured parties referenced therein to be) terminated or that have been made in connection with Permitted Liens, this Agreement or any other security document filed in favor of the Collateral Agent for the benefit of the Secured Parties, or, with respect Security Trustee relating to any Lease, in favor of the applicable Lessor Subsidiary or the Lessee thereunderCollateral. (b) In each case as and to the extent required under the Express Perfection Requirements, this This Agreement creates a valid and (upon the taking of the actions required hereby) perfected security interest in favor of the Collateral Agent in the Collateral as security for the Secured Obligations, subject in priority to no other Liens Encumbrances (other than Permitted LiensEncumbrances), and all filings and other actions necessary or desirable to perfect and protect such security interest as a first priority security interest of the Collateral Agent have been (or to the extent permitted hereby or in the case of future Collateral, Collateral will be) duly taken, enforceable against the applicable Grantors and creditors of and purchasers from such Grantors. (c) No Grantor has any trade names except as set forth on Schedule III hereto. (d) No consent of any other Person and no authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or other third party (including, for the avoidance of doubt, the International Registry) is required under any applicable law that is necessary to comply with the Express Perfection Requirements either (i) for the grant by such Grantor of the assignment and security interest granted hereby, (ii) for the execution, delivery or performance of this Agreement by such Grantor or (iii) for the perfection or maintenance of the pledge, assignment and security interest created hereby, except for (A) the filing of financing and continuation statements under the UCC, (B) the Required Cape Town Registrations, (C) the applicable Irish filings pursuant to Section 2.08(e) and (D) such other filings as are required under relevant local law in the case of Grantors that are not domiciled in the United States or a state thereofUniform Commercial Code. (e) The chief place of business, organizational identification number (if applicable) business and chief executive or registered office of such Grantor and the office where such Grantor keeps records of the Collateral are located at the address specified opposite the name of such Grantor on the attached Schedule IV or, in the case of records, at ILFCIV. (f) The Pledged Stock constitutes the percentage of the issued and outstanding shares of capital stock of the issuers thereof indicated on the attached Schedule II. The Pledged Membership Interests constitute the percentage of the membership interest of the issuer thereof, as indicated on Schedule II hereto. I. The Pledged Beneficial Interests constitute the percentage of the beneficial interest of the issuer thereof indicated on Schedule II I hereto. (g) The Pledged Stock, the Pledged Membership Interests Stock and the Pledged Beneficial Interests Interest have been duly authorized and validly issued and are fully paid up and nonassessable. The Pledged Debt has been duly authorized authorized, authenticated or issued and delivered and delivered, is the legal, valid and binding obligation of each applicable Borrower Party thereunderobligor thereunder and is not in default. (h) The Pledged Stock A true and the Pledged Membership Interests constitute “certificated securities” within the meaning complete copy of Section 8-102(4) of the UCC. If the issuer thereof is organized under the laws of the United States or a state thereof, the terms of any Pledged Equity Interest expressly provide that such Pledged Equity Interest shall be governed by Article 8 of the Uniform Commercial Code as each Assigned Agreement in effect in on the jurisdiction of the issuer of such Pledged Membership Interest or such Article 8 shall be applicable thereto under applicable Laws. Any Certificated Security or Instrument evidencing the Pledged Stock, the Pledged Debt, the Pledged Beneficial Interests, the Pledged Membership Interests and any Investment Collateral have been delivered to the Collateral Agent in accordance with Section 2.05 and 2.07. The Pledged Stock and the Pledged Membership Interest either (i) are in bearer form, (ii) have been indorsed, by an effective indorsement, to the Collateral Agent or in blank or (iii) have been registered in the name of the Collateral Agent. None of the Pledged Stock, the Pledged Beneficial Interests and the Pledged Membership Interest that constitute or evidence the Collateral have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any person other than the Collateral Agent (other than those agreed by the secured parties referenced therein to be terminated or released). Any Pledged Beneficial Interests either (i) constitute “certificated securities” within the meaning of Section 8-102(a)(4) of the UCC, have been delivered to the Collateral Agent and (1) are in bearer form, (2) have been indorsed, by an effective indorsement, to the Collateral Agent or in blank or (3) have been registered in the name of the Collateral Agent or (ii) a fully executed “control agreement” Initial Closing Date has been delivered to the Security Trustee. Each Assigned Document upon its inclusion in the Collateral Agent will have been duly authorized, executed and delivered by the relevant Grantors, will be in full force and effect and will be binding upon and enforceable against all parties thereto in accordance with respect to such Pledged Beneficial Intereststheir terms.