8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) December 12, 2012

General Electric Capital Corporation

(Exact name of registrant as specified in its charter)

Delaware	01-06461	13-1500700
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
901 Main Avenue, Norwalk, Connecticut		06851-1168
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (203) 840-6300

Not applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

On December 12, 2012, General Electric Capital Corporation (the “Corporation”) closed a public offering of $300,000,000 aggregate principal amount of its Floating Rate Senior Secured Notes due December 11, 2015 (the “Floating Rate Secured Notes”), $1,000,000,000 aggregate principal amount of its 1.000% Senior Secured Notes due December 11, 2015 (the “2015 Secured Notes”) and $400,000,000 aggregate principal amount of its 2.100% Senior Secured Notes due December 11, 2019 (the “2019 Secured Notes” and, together with the Floating Rate Secured Notes and the 2015 Secured Notes, the “Secured Notes”), pursuant to an underwriting agreement (the “Underwriting Agreement”), dated December 5, 2012, between the Corporation and Goldman, Sachs & Co. as representative of the underwriters named therein.

The Secured Notes were issued pursuant to an Indenture dated as of December 12, 2012 (the “Indenture”), among the Corporation, The Bank of New York Mellon, as trustee and Wells Fargo Bank Northwest, N.A. as security trustee (the “Security Trustee”), and are secured by a security interest in certain aircraft and related assets pursuant to an Aircraft Mortgage and Security Agreement dated as of December 12, 2012 (the “Mortgage”), among the grantors listed on the signature pages thereto and additional grantors who from time to time become grantors thereunder, and the Security Trustee.

The Secured Notes have been registered under the Securities Act of 1933, as amended, by a registration statement on Form S-3, as amended by Post-Effective Amendment No. 1 thereto (File No. 333-178262) (the “Registration Statement”), as supplemented by a preliminary prospectus supplement filed with the Securities and Exchange Commission (“SEC”) on December 5, 2012, and a final prospectus supplement filed with the SEC on December 6, 2012. This Current Report on Form 8-K is incorporated by reference into the Registration Statement.

The foregoing description of the Secured Notes, the Underwriting Agreement, the Indenture, the Mortgage and other documents relating to this transaction does not purport to be complete and is qualified in its entirety by reference to the full text of these securities and documents, forms or copies of which are attached as exhibits to this Current Report on Form 8-K and are incorporated herein by reference.

Item 9.01		Financial Statements and Exhibits.
	(d)	Exhibits.

Exhibit No.	Description
1.1	Underwriting Agreement, dated December 5, 2012, between the Corporation and Goldman, Sachs & Co. as representative of the underwriters named therein.
4.1	Indenture, dated as of December 12, 2012, among the Corporation, The Bank of New York Mellon, as Trustee, and Wells Fargo Bank Northwest, N.A., as Security Trustee.
4.2	Form of 2015 Secured Note (included in Exhibit 4.1).
4.3	Form of 2019 Secured Note (included in Exhibit 4.1).
4.4	Form of Floating Rate Secured Note (included in Exhibit 4.1).
4.5	Aircraft Mortgage and Security Agreement dated as of December 12, 2012, among the initial grantors listed on the signature pages thereto and the additional grantors who from time to time become grantors under the agreement, and Wells Fargo Bank Northwest, N.A., as Security Trustee.
5.1	Opinion of Gibson, Dunn & Crutcher LLP.
23.1	Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	GENERAL ELECTRIC CAPITAL CORPORATION
	(Registrant)
	By:	/s/ Kathryn A. Cassidy
		Kathryn A. Cassidy Senior Vice President, Corporate Treasury and Global Funding Operation
Date: December 13, 2012

EX-1.1

Exhibit 1.1          

EXECUTION VERSION

GENERAL ELECTRIC CAPITAL CORPORATION
UNDERWRITING AGREEMENT
STANDARD PROVISIONS

December 5, 2012

Ladies and Gentlemen:

          General Electric Capital Corporation, a Delaware corporation (the “Company”), may from time to time enter into one or more underwriting agreements in the form attached as Exhibit A hereto (each an “Underwriting Agreement”) that provide for the sale of certain of its securities specified in the particular Underwriting Agreement (the “Securities”) specified in Schedule I to such Underwriting Agreement (with respect to such Underwriting Agreement, the “Firm Securities”). If specified in the Underwriting Agreement, the Company may grant to the Underwriters (as defined below) the right to purchase at their election an additional number of Securities, specified in such Underwriting Agreement (the “Optional Securities”). The Firm Securities and the Optional Securities, if any, which the Underwriters elect to purchase pursuant to the Underwriting Agreement are collectively called the “Designated Securities.” The basic provisions set forth herein to the extent applicable to securities of the type represented by the Designated Securities will be incorporated by reference in any such Underwriting Agreement relating to a particular issue of Designated Securities. Each Underwriting Agreement will be entered into, with such additions and deletions as the parties thereto may determine and shall be specified in such Underwriting Agreement. The Underwriting Agreement may appoint a lead underwriter or underwriters (collectively, the “Representative”) for the particular issue of Designated Securities and will specify the underwriters participating in such offering (the “Underwriters,” which term shall include any Underwriter substituted pursuant to Section 9 hereof). The obligation of the Company to issue and sell any of the Designated Securities and the obligation of the Underwriters to purchase any of the Designated Securities shall be evidenced by the Underwriting Agreement with respect to the Designated Securities specified therein. The Underwriting Agreement, including the provisions incorporated therein by reference, is herein referred to as “this Agreement.” The obligations of the Underwriters under this Agreement shall be several and not joint. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as defined therein.

          The terms and rights of any particular issue of Designated Securities shall be as specified in the Underwriting Agreement relating thereto and (i) if the Designated Securities are either senior or subordinated debt securities (“Debt Securities”), in or pursuant to the senior or subordinated indenture as applicable (the “Indenture”) identified in the Underwriting Agreement, (ii) if the Designated Securities are warrants (“Warrants”), in or pursuant to a warrant agreement (the “Warrant Agreement”) identified in the Underwriting Agreement and (iii) if the Designated Securities are debt securities subject to the warrants (“Warrant Debt Securities”), pursuant to the Indenture identified in the Underwriting Agreement. An Underwriting Agreement shall be in the form of an executed writing (which may be in

counterparts), and may be evidenced by an exchange of telegraphic communications or any other rapid transmission device designed to produce a written record of communications transmitted.

          An automatic shelf registration statement as defined in Rule 405 under the Securities Act of 1933 (the “1933 Act”) in respect of the Designated Securities has been filed with the Securities and Exchange Commission (the “Commission”); the registration statement has become effective pursuant to the rules and regulations promulgated by the Commission under the 1933 Act (the “1933 Act Regulations”) and the Indentures filed as exhibits to the registration statement have been duly qualified under the Trust Indenture Act of 1939, as amended (the “1939 Act”); and no stop order suspending the effectiveness of the registration statement has been issued and no proceeding for that purpose has been initiated or threatened by the Commission. The Company proposes to file pursuant to Rule 424 under the 1933 Act a prospectus supplement specifically relating to the Designated Securities and reflecting the terms of the Designated Securities and plan of distribution arising from the Underwriting Agreement (the “Pricing Supplement”) and has previously advised the Underwriters of all information to be set forth therein. The term “Registration Statement” as used with respect to a particular issue of Designated Securities, means the registration statement, as amended at the time of such registration statement’s effectiveness for purposes of Section 11 of the 1933 Act as such section applies to the Company and the Underwriters for the Designated Securities pursuant to Rule 430B(f)(2) under the 1933 Act (the “Effective Time”), including (i) all documents then filed as a part thereof or incorporated or deemed to be incorporated by reference therein and (ii) any information contained or incorporated by reference in a prospectus filed with the Commission pursuant to Rule 424(b) under the 1933 Act, to the extent such information is deemed, pursuant to Rule 430B(f)(1) under the 1933 Act, to be part of the Registration Statement at the Effective Time. The term “Basic Prospectus” means the prospectus included in the Registration Statement exclusive of the Pricing Supplement. The term “Prospectus” means the Basic Prospectus together with the Pricing Supplement in the form first used in the offering of the Designated Securities. The term “Preliminary Prospectus” means a preliminary prospectus supplement specifically relating to the Designated Securities together with the Basic Prospectus. The term “Permitted Free Writing Prospectus” as used herein means the documents relating to the Designated Securities attached as Schedule II to the Underwriting Agreement for the Designated Securities (together with the Preliminary Prospectus, the “Pricing Disclosure Material”).

          All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” (or other references of like import) in the Registration Statement, Prospectus or Preliminary Prospectus shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in the Registration Statement, Prospectus or Preliminary Prospectus, as the case may be, prior to the execution of the applicable Underwriting Agreement; and all references in this Agreement to amendments or supplements to the Registration Statement, Prospectus or Preliminary Prospectus shall be deemed to include the filing of any document under the Securities Exchange Act of 1934, as amended (the “1934 Act”) which is incorporated by reference in the Registration Statement, Prospectus or Preliminary Prospectus, as the case may be, after the execution of the applicable Underwriting Agreement.

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          Section 1. Representations and Warranties.

          (A) Representations and Warranties by the Company. The Company represents and warrants to each Underwriter named in the applicable Underwriting Agreement, as of the Pricing Effective Time (as defined below), as of the Closing Time (as defined below) and as of the Option Closing Time (as defined below) with respect to the Designated Securities as follows:

                    (1) each document filed by the Company pursuant to the 1934 Act which is incorporated by reference in the Registration Statement, the Prospectus or the Pricing Disclosure Material (as defined below) complied when so filed in all material respects with the 1934 Act and the rules and regulations thereunder, and each document, if any, hereafter filed by the Company and so incorporated by reference in the Prospectus will comply in all material respects when so filed with the 1934 Act and the rules and regulations thereunder;

                    (2) at the Effective Time, the Registration Statement (and any amendments and supplements thereto, other than supplements relating only to securities other than the Designated Securities) will comply and when filed or at the Closing Time, the Prospectus (and any amendments and supplements thereto, other than supplements relating only to securities other than the Designated Securities) will comply, in all material respects with the 1933 Act and the 1933 Act Regulations;

                    (3) each Preliminary Prospectus, if any, relating to the Designated Securities filed pursuant to Rule 424 under the 1933 Act complied when so filed in all material respects with the 1933 Act and the 1933 Act Regulations;

                    (4) (i) at the Effective Time, the Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) at the Pricing Effective Time, the Pricing Disclosure Material (as defined below) did not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (iii) the Prospectus as of the date of the Pricing Supplement will not, and the Prospectus (as amended or supplemented, other than as to supplements relating only to securities other than the Designated Securities) as of the Closing Time will not, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;

except that these representations and warranties do not apply to (a) statements or omissions in the Registration Statement, any Preliminary Prospectus, the Prospectus, any amendments or supplements to the foregoing, or in the Pricing Disclosure Material, based upon information furnished to the Company in writing by any Underwriter expressly for use therein and (b) any Form T-1 Statement of Eligibility and Qualification included as an exhibit to the Registration Statement;

                    (5) the Registration Statement constitutes an “automatic shelf registration statement” (as defined in Rule 405 under the 1933 Act) filed within three years of the date hereof; no notice of objection of the Commission with respect to the use of the Registration Statement

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pursuant to Rule 401(g)(2) under the 1933 Act has been received by the Company; and the Company is a “well-known seasoned issuer” and is not an ineligible issuer in each case as defined in Rule 405 at the “determination dates” relevant to the offering and sale of the Designated Securities under the Registration Statement (as described in such definition); and

                    (6) the Company has not used any free writing prospectus other than a Permitted Free Writing Prospectus or used a Permitted Free Writing Prospectus except in compliance with Rule 433 under the 1933 Act and otherwise in compliance with the 1933 Act.

          Section 2. Pricing Effective Time; Sale and Delivery; Closing.

          (A) Effectiveness of Underwriting Agreement and Sales Confirmations. The Underwriting Agreement shall not be effective, and the Underwriters agree that no contracts of sale may be entered into by the Underwriters in respect of the Designated Securities, until the “Pricing Effective Time” specified in the Underwriting Agreement. The “Pricing Effective Time” shall occur and be confirmed by specification in the Underwriting Agreement. The documents and other information comprising the “Pricing Disclosure Material” shall be set forth in the Underwriting Agreement.

          (B) Delayed Delivery Contracts. Pursuant to the applicable Underwriting Agreement, the Company will agree to sell to the several Underwriters named in Schedule I thereto and the Underwriters, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, will agree to purchase from the Company severally and not jointly, (i) the principal amounts of Debt Securities set forth opposite their names in Schedule I thereto, less their respective amounts of the Contract Debt Securities (as hereinafter defined), if any, determined as provided below, and/or (ii) Warrants to purchase the principal amounts of Warrant Debt Securities set forth opposite their names in Schedule I thereto, less their respective amounts of the Contract Warrants (as hereinafter defined), if any, determined as provided below, all at the respective purchase prices set forth in such Underwriting Agreement, plus accrued interest, if any, from the date set forth therein to the date of payment and delivery. Debt Securities and, if applicable, Warrants to be purchased pursuant to delayed delivery contracts are hereinafter referred to as “Contract Debt Securities” and “Contract Warrants,” respectively, and collectively as the “Contract Securities.”

          If so indicated in the applicable Underwriting Agreement, the Company may authorize the Underwriters to solicit offers to purchase Contract Securities on the terms and subject to the conditions set forth therein pursuant to delayed delivery contracts (hereinafter referred to as “Delayed Delivery Contracts”). Delayed Delivery Contracts are to be with institutional investors approved by the Company and described in the Prospectus. The aggregate principal amount of Contract Debt Securities and the aggregate principal amount of Warrant Debt Securities for which Contract Warrants are exercisable shall not exceed the respective amounts set forth in Schedule I to the applicable Underwriting Agreement. As of the Closing Time, the Company will pay to the Representative as compensation, for the accounts of the Underwriters, the fee specified in the applicable Underwriting Agreement in respect of all Contract Securities. The Underwriters will not have any responsibility in respect of the validity or the performance of Delayed Delivery Contracts.

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          If the Designated Securities are Debt Securities, the deduction for the Contract Debt Securities referred to above shall become effective upon execution and delivery by the Company and the several institutional investors of the Delayed Delivery Contracts and such deduction for each Underwriter shall be in the amount which shall bear the same proportion to the total principal amount of Contract Debt Securities as the principal amount of Debt Securities set forth opposite the name of the respective Underwriter bears to the aggregate principal amount of Debt Securities set forth in Schedule I to the applicable Underwriting Agreement, except to the extent that the Representative determines that such deduction shall be otherwise than in such proportions, and so advises the Company in writing.

          If the Designated Securities are Warrants and Debt Warrant Securities, the deduction for the Contract Warrants referred to above shall become effective upon execution and delivery by the Company and the several institutional investors of the Delayed Delivery Contracts and such deduction for each Underwriter shall be in the amount which shall bear the same proportion to the total principal amount of Debt Warrant Securities for which Contract Warrants are exercisable as the principal amount of Debt Warrant Securities for which Warrants are exercisable as set forth opposite the name of the respective Underwriter bears to the aggregate principal amount of Debt Warrant Securities for which Warrants are exercisable as set forth in Schedule I to the applicable Underwriting Agreement, except to the extent that the Representative determines that such deduction shall be otherwise than in such proportions, and so advises the Company in writing.

          (C) Sales to Underwriters. The several commitments of the Underwriters to purchase the Designated Securities pursuant to the applicable Underwriting Agreement shall be deemed to have been made on the basis of the representations, warranties and agreements herein contained and shall be subject to the terms and conditions herein set forth.

          (D) Payment; Closing. Designated Securities to be purchased by each Underwriter pursuant to the Underwriting Agreement relating thereto, in such authorized denominations and registered in such names as the Representative may request upon at least forty-eight hours’ prior notice to the Company, shall be delivered by or on behalf of the Company to the Representative for the account of such Underwriter, against payment by such Underwriter or on its behalf of the purchase price therefor in the funds and in the manner specified in such Underwriting Agreement, all at the place and time and date specified in such Underwriting Agreement or at such other place and time and date as the Representative and the Company may agree upon in writing, such time and date being herein called the “Closing Time” for such Designated Securities.

          In the event that the Underwriters exercise their option to purchase the Optional Securities, each Underwriter shall be entitled to purchase the number of Optional Securities which bears the same ratio to the aggregate number of Optional Securities being purchased as the number of Firm Securities of the same type of securities as the Optional Securities set forth opposite the name of such Underwriter on Schedule I to the applicable Underwriting Agreement bears to the aggregate number of Firm Securities of such type of Securities being purchased by the several Underwriters pursuant to such Underwriting Agreement, subject to adjustments to eliminate any fractional shares as the Representative in its sole discretion shall make. The purchase price for such Optional Securities shall be equal to the purchase price of the Firm Securities of the same type.

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The Underwriters may exercise the option to purchase the Optional Securities at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Underwriting Agreement, by written notice from the Representative to the Company. Such notice shall set forth the aggregate number of Optional Securities as to which the option is being exercised and the date, time and place for the delivery and payment of the Optional Securities which may be the same date, time and place as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth full business day after the date of such notice (the “Option Closing Date”). Any such notice shall be given at least two business days prior to the date, time and place of delivery specified therein.

Concurrently with the delivery of and payment for the Designated Securities, the Company will deliver to the Representative for the accounts of the Underwriters a wire transfer to the order of the party designated in the Underwriting Agreement relating to such securities in the amount of any compensation payable by the Company to the Underwriters in respect of any Delayed Delivery Contracts as provided in paragraph (B) of this Section 2 and in the Underwriting Agreement related to such securities.

          Section 3. Covenants.

          (A) Covenants of the Company. The Company covenants with each Underwriter of the Designated Securities as follows:

                    (1) Compliance with Securities Regulations and Commission Requests. The Company will (i) comply in respect of the Designated Securities with the requirements of the 1933 Act Regulations, as applicable, and will promptly within the time periods specified therein effect the filings required of it pursuant to Rule 424 and/or Rule 433 under the 1933 Act, and (ii) take such steps as it deems necessary to ascertain promptly whether the Prospectus or Permitted Free Writing Prospectus transmitted for filing under Rule 424 or Rule 433, as applicable, were received for filing by the Commission and, in the event that one was not, it will promptly file the Prospectus or, as provided in Rule 164, the Permitted Free Writing Prospectus, as applicable.

                    (2) Delivery of Registration Statements and Prospectuses. The Company will furnish to the Representative and counsel for the Underwriters, without charge, copies of the Registration Statement (including exhibits thereto) and each amendment thereto which shall become effective on or prior to the Closing Time and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the 1933 Act (the “Prospectus Delivery Period”), as many copies of the Prospectus and any amendments thereof and supplements thereto as well as each Permitted Free Writing Prospectus (if applicable) as the Representative may reasonably request; provided, that the Company shall not be required to furnish copies of the Prospectus if the conditions of Rule 172(c) under the 1933 Act are satisfied by the Company.

                    (3) Continued Compliance with Securities Laws. If at any time during the Prospectus Delivery Period, any event shall occur or condition shall exist as a result of which it is necessary, in the opinion of counsel for the Company, to amend or supplement the Prospectus in order that the Prospectus will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light

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of the circumstances existing at the time it is delivered to a purchaser, or if it shall be necessary, in the opinion of such counsel, at any such time to amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Company will promptly prepare and file with the Commission, such amendment or supplement as may be necessary to correct such statement or omission or to make the Prospectus comply with such requirements, and the Company will furnish to the Underwriters, without charge, such number of copies of such amendment or supplement as the Underwriters may reasonably request, provided that the Company shall have no such obligation to furnish copies if the conditions of Rule 172(c) under the 1933 Act are satisfied by the Company.

                    (4) Blue Sky Qualifications. The Company will use its best efforts, in cooperation with the Underwriters, to qualify the Designated Securities for offering and sale under the securities laws of such jurisdictions as the Representative may reasonably request; provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction.

                    (5) Earnings Statement. The Company will make generally available to its securityholders as soon as practicable, but in any event not later than eighteen months after the date of each Underwriting Agreement, an earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the 1933 Act and the 1933 Act Regulations.

          (B) Covenant of the Underwriters. Each Underwriter of the Designated Securities covenants with the Company that it has not made and will not make any offer relating to the Designated Securities that would constitute a free writing prospectus, other than a Permitted Free Writing Prospectus or a free writing prospectus which is not required to be filed by the Company pursuant to Rule 433; provided, that, if so specified in the Underwriting Agreement, the Underwriters will make no offer relating to the Designated Securities that will constitute a free writing prospectus, other than a Permitted Free Writing Prospectus, without the prior consent of the Company.

          Section 4. Payment of Expenses. The Company will pay all expenses incident to the performance of its obligations under the Underwriting Agreement, including (i) the preparation, printing and filing of the Registration Statement (including financial statements and exhibits) as originally filed and of each amendment thereto, (ii) the fees and disbursements of the Company’s counsel, accountants and other advisors or agents (including transfer agents and registrars), as well as the fees and disbursements of the Trustees and any warrant agent, and their respective counsel, (iii) the qualification of the Designated Securities under state securities laws in accordance with the provisions of Section 3(A)(4) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation, printing and delivery of the Blue Sky Survey, and any amendment thereto, (iv) the printing, to the extent required hereby, and delivery to the Underwriters of copies of each Preliminary Prospectus, any Permitted Free Writing Prospectus and the Prospectus and any amendments or supplements thereto, (v) the fees charged by nationally recognized statistical rating organizations for the rating of the Designated Securities

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and (vi) the fees and expenses incurred with respect to the listing, if any, of the Designated Securities.

          Section 5. Conditions of Underwriters’ Obligations. The obligations of the Underwriters to purchase and pay for the Designated Securities pursuant to the applicable Underwriting Agreement are subject to the accuracy of the representations and warranties of the Company contained in Section 1 hereof or in certificates of any officer of the Company delivered pursuant to the provisions hereof, to the performance by the Company of its covenants and other obligations hereunder, and to the following further conditions:

          (A) No stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for such purpose shall be pending before or threatened by the Commission, and there shall have been no material adverse change (not in the ordinary course of business) in the condition of the Company and its subsidiaries, taken as a whole, from that set forth in the Prospectus; and the Representative shall have received at the Closing Time and any Option Closing Time a certificate of the Company, dated the date of the Closing Time or the Option Closing Time and signed by an officer of the Company, to the foregoing effect. The officer making such certificate may rely upon the best of his knowledge as to proceedings pending or threatened.

          (B) At the Closing Time and any Option Closing Time, the Representative shall have received the opinions, relating to the Designated Securities and substantially to the effect set forth in Exhibits B and C hereto, dated such date, of Fred A. Robustelli, Esq., Associate General Counsel – Treasury, Gibson, Dunn & Crutcher LLP or such other person named in the Underwriting Agreement.

          (C) At the Closing Time and any Option Closing Time, the Representative shall have received the opinion, dated such date, of counsel for the Underwriters, relating to the Designated Securities and such other matters as the Representative may reasonably request.

          (D) At the Closing Time and any Option Closing Time, the Representative shall have received from KPMG LLP letters dated each such date containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement and Prospectus.

          (E) If the Designated Securities are Debt Securities secured by collateral, at the Closing Time and any Option Closing Time, the Representatives shall have received the opinion, dated such date, of Holland & Knight LLP, or such other counsel for the Company and the grantors of collateral named in the Underwriting Agreement relating to any security agreements, pledge agreements, mortgages or other security documentation pursuant to which liens on such collateral are created or governed, in form and substance reasonably satisfactory to the Underwriters and their counsel.

          (F) At the Closing Time and any Option Closing Time, the Representative shall have received the opinion, dated such date, of Cleary Gottlieb Steen & Hamilton LLP, or such other

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counsel for the Company, relating to tax matters, in form and substance reasonably satisfactory to the Underwriters and their counsel.

          (G) If the Designated Securities are Debt Securities secured by collateral, at the Closing Time and any Option Closing Time, the Representatives shall have received such certificates and other closing deliverables, as may be required or reasonably requested in connection with any security agreements, pledge agreements, mortgages or other security documentation pursuant to which liens on such collateral are created or governed.

          Section 6. Indemnification. (A) The Company agrees to indemnify and hold harmless each Underwriter and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Preliminary Prospectus, any Permitted Free Writing Prospectus, the Pricing Disclosure Material or the Prospectus (if used within the period set forth in paragraph (3) of Section 3(A) hereof and as amended or supplemented if the Company shall have furnished any amendments or supplements thereto), or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information furnished in writing to the Company by any Underwriter expressly for the use therein; provided, however, that the foregoing indemnity with respect to any Preliminary Prospectus or any Permitted Free Writing Prospectus, the Pricing Disclosure Material or any Prospectus shall not inure to the benefit of any Underwriter from whom the person asserting any losses, claims, damages or liabilities otherwise covered by this paragraph purchased Designated Securities, or to the benefit of any person controlling such Underwriter, if a copy of the Permitted Free Writing Prospectus or Prospectus (as then amended and supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person if required so to have been delivered, at or prior to the entry into the Contract of Sale of Designated Securities with such person, and if the Permitted Free Writing Prospectus or Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage or liability.

          Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers and any person controlling the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act to the same extent as the foregoing indemnity from the Company to each Underwriter, (i) with reference to information furnished in writing by such Underwriter expressly for use in the Registration Statement, any Preliminary Prospectus, any Permitted Free Writing Prospectus, the Pricing Disclosure Material or the Prospectus or any amendments or supplements thereto and (ii) arising from any other free writing prospectus prepared by such Underwriter, except to the extent arising from information furnished in writing by the Company expressly for use therein.

          Promptly after receipt by any person of notice of any claim or the institution of any proceeding (including any governmental investigation) in respect of which indemnity may be sought pursuant to either of the two preceding paragraphs, such person (the “indemnified party”) shall notify the person against whom such indemnity may be sought (the “indemnifying party”)

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in writing and the indemnifying party shall be entitled to participate therein, and, to the extent that it elects (upon notice to the indemnified party), jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel reasonably satisfactory to the indemnified party. If the indemnifying party shall not have so elected to assume such defense, then, upon request of the indemnified party, the indemnifying party shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. If the indemnifying party shall so elect to assume such defense, the indemnifying party shall not be liable to the indemnified party pursuant to this Section 6 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof; provided, however, that any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the indemnifying party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm for all such indemnified parties. Anything hereinabove to the contrary notwithstanding, any reference in this Section 6 to counsel reasonably satisfactory to, or designated by, the indemnified party shall mean (i) in the case of parties indemnified pursuant to the second preceding paragraph, counsel reasonably satisfactory to, or designated by, the Representative on behalf of all parties so indemnified pursuant to such paragraph and (ii) in the case of parties indemnified pursuant to the first preceding paragraph, counsel reasonable satisfactory to, or designated by, the Company. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. No indemnifying party shall, without the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability arising out of such action or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party.

          (B) Contribution. If the indemnification provided for in paragraph (A) of Section 6 is unavailable as a matter of law to an indemnified party in respect of any losses, claims, damages or liabilities referred to therein, then each indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (i) if the indemnifying party is the Company, in such proportion as is appropriate to reflect the relative benefit received by the Company on the one hand and the Underwriters on the other from the offering of the Designated Securities, (ii) if an Underwriter is the indemnifying party, in such proportion as is appropriate to reflect the Underwriter’s relative fault on the one hand and that of the Company on the other

- 10 -

hand in connection with the statements or omissions or alleged statements or omissions which resulted in such losses, claims, damages or liabilities, or (iii) if the allocation provided by clause (i) or clause (ii) above, as the case may be, is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefit referred to in clause (i) above or the relative fault referred to in clause (ii) above, as the case may be, but also such relative fault (in cases covered by clause (i)) or such relative benefit (in cases covered by clause (ii)) as well as any other relevant equitable considerations. The relative benefit received by the Company on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Company bear to the total underwriting discounts and commissions received by the Underwriters, in each case as set forth in the Prospectus. The relative fault of the Company on the one hand and of the Underwriters on the other shall be determined by reference to, among other things, whether the untrue statement or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or by the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omissions.

          The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this paragraph were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations provided for, in the respective cases, in clauses (i), (ii), and (iii) of the immediately preceding paragraph. The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this paragraph, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Designated Securities underwritten by such Underwriter and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. Notwithstanding the provision of this paragraph (b) concerning contribution, no indemnifying party shall be required to make contribution in any circumstances in which such party would not have been required to provide indemnification by the terms of paragraph (a). Nothing herein contained shall be deemed to constitute a waiver by an indemnified party of such party’s rights, if any, to receive contribution pursuant to Section 11(f) of the 1933 Act or other applicable law. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations to contribute pursuant to this section are several, in proportion to the respective amounts of Designated Securities underwritten by each of such Underwriters, and not joint.

          In the event that the indemnifying party is one or more of the Underwriters, then the Representative shall act on behalf of the indemnifying party with respect to receipt of notice, agreement as to retention of separate counsel and consent to settlement, and the indemnified party may rely upon the action of the Representative as binding upon each such indemnifying party for purposes of this section.

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          Section 7. Representations, Warranties and Agreements to Survive Delivery. All representations, warranties and agreements contained in this Agreement or in certificates of officers of the Company submitted pursuant hereto or thereto shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or controlling person, or by or on behalf of the Company, and shall survive delivery of and payment for the Designated Securities. The provisions of Section 6 shall survive the termination or cancellation of this Agreement.

          Section 8. Termination. This Agreement shall be subject to termination in the discretion of a majority in interest of the Representative of a particular issue of Designated Securities at any time subsequent to the date of the applicable Underwriting Agreement and prior to the Closing Date by notice given to the Company, if (i) trading in securities generally on the New York Stock Exchange shall have been suspended or materially limited; (ii) a general moratorium on commercial banking activities in the State of New York or the United States shall have been declared by the appropriate authorities or (iii) there shall have occurred any material outbreak, or material escalation, of hostilities or other national or international calamity or crisis, of such magnitude and severity in its effect on the financial markets of the United States, in the reasonable judgment of a majority in interest of the Representative, as to prevent or materially impair the marketing, or enforcement of contracts for sale, of the Designated Securities.

          Section 9. Default by One Or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time to purchase the Designated Securities which it or they are obligated to purchase under the applicable Underwriting Agreement (the “Defaulted Securities”), then the Representative shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representative shall not have completed such arrangements within such 24-hour period, then:

          (A) if the number or aggregate principal amount, as the case may be, of Defaulted Securities does not exceed 10% of the number or aggregate principal amount, as the case may be, of Designated Securities to be purchased on such date pursuant to such Underwriting Agreement, the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations under such Underwriting Agreement bear to the underwriting obligations of all non-defaulting Underwriters, or

          (B) if the number or aggregate principal amount, as the case may be, of Defaulted Securities exceeds 10% of the number or aggregate principal amount, as the case may be, of Designated Securities to be purchased on such date pursuant to such Underwriting Agreement, such Underwriting Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company.

          No action taken pursuant to this Section 9 shall relieve any defaulting Underwriter from liability in respect of its default.

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          In the event of any such default which does not result in a termination of the applicable Underwriting Agreement, either the Representative or the Company shall have the right to postpone the Closing Time for a period not exceeding seven days in order to effect any required changes in the Registration Statement or the Prospectus or in any other documents or arrangements.

          Section 10. Notices. All communications hereunder will be in writing and effective only on receipt, and, if sent to the Underwriters, will be mailed, delivered or faxed and confirmed to them, at the address of the Representative described in the applicable Underwriting Agreement; or, if sent to the Company, will be mailed, delivered or faxed and confirmed to it, at 201 High Ridge Road, Stamford, Connecticut 06927; attention General Counsel.

          Section 11. Parties. This Agreement shall each inure to the benefit of and be binding upon the Company, the Representative and any other Underwriters and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the Underwriters and the Company and their respective successors and the controlling persons and officers and directors referred to in Section 6 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof and thereof are intended to be for the sole and exclusive benefit of the parties hereto and thereto and their respective successors, and said controlling persons and officers and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation.

          Section 12. Relationship. The Company and the Underwriters acknowledge and agree that in connection with all aspects of each transaction contemplated by this Agreement, the Company and the Underwriters have an arms-length business relationship that creates no fiduciary duty on the part of either party and each expressly disclaims any fiduciary relationship.

          Section 13. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING WITHOUT LIMITATION SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

          Section 14. Effect of Headings. The Article and Section headings herein are for convenience only and shall not affect the construction hereof.

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EXHIBIT A

UNDERWRITING AGREEMENT

December 5, 2012

General Electric Capital Corporation
201 High Ridge Road
Stamford, CT 06927

Attention:

Ladies and Gentlemen:

          We (the “Representative”) are acting on behalf of the underwriters named below (the “Underwriters”), and we understand that General Electric Capital Corporation, a Delaware corporation (the “Company”), proposes to issue and sell $300,000,000 aggregate principal amount of Senior Secured Floating Rate Notes (the “floating rate notes”), $1,000,000,000 aggregate principal amount of 1.000% Senior Secured Notes due 2015 (the “2015 notes”) and $400,000,000 aggregate principal amount of 2.100% Senior Secured Notes due 2019 (the “2019 notes” and together with the floating rate notes and the 2015 notes, the “Notes”). The Notes are also referred to herein as the “Offered Securities.” The Notes will be issued pursuant to the provisions of the Indenture listed below (as such Indenture shall be supplemented to the date hereof) (the “Indenture”) between the Company and the Trustee named below (the “Trustee”).

          Subject to the terms and conditions set forth or incorporated by reference herein, the Company hereby agrees to sell and the Underwriters agree to purchase, severally and not jointly, the respective principal amounts of Notes set forth below opposite their names at a purchase price of 99.800% of the principal amount with respect to the floating rate notes, 99.700% of the principal amount with respect to the 2015 notes and 99.537% of the principal amount with respect to the 2019 notes, plus accrued interest, if any, from December 12, 2012 to the date of payment and delivery:

Name	Principal Amount of 2015 Notes		Principal Amount of 2019 Notes		Principal Amount of Floating Rate Notes
Goldman, Sachs & Co.	$	500,000,000	$	200,000,000	$	150,000,000
Citigroup Global Markets Inc.	$	400,000,000	$	160,000,000	$	120,000,000
BNP Paribas Securities Corp.	$	50,000,000	$	20,000,000	$	15,000,000
Credit Agricole Securities (USA) Inc.	$	50,000,000	$	20,000,000	$	15,000,000
Total	$	1,000,000,000	$	400,000,000	$	300,000,000

Exh. A-1

          The Underwriters will pay for the Offered Securities upon delivery thereof at the location identified below at 10:00 a.m. (New York time) on December 12, 2012, or at such other time, not later than 3:00 p.m. (New York time) on December 12, 2012, as shall be agreed upon by the Company and the Representative. The time and date of such payment and delivery are hereinafter referred to as the “Closing Date.”

          The Offered Securities shall have the terms set forth in the Prospectus Supplement dated December 5, 2012, and the Permitted Free Writing Prospectus attached as Schedule II hereto, including the following:

Representative and address:	Goldman, Sachs & Co. 200 West Street New York, New York 10282-2198 Attention: Registration Department
Trustee:	The Bank of New York Mellon
Closing Date and Location:	December 12, 2012 at the offices of Clifford Chance US LLP 31 West 52nd Street New York, New York 10019
Pricing Effective Time:	4:30 P.M., New York City time, on the date of this Agreement

          The Offered Securities are to be offered to the public at the Initial Public Offering Price specified below:

	2015 Notes	2019 Notes	Floating Rate Notes
Initial Public Offering Price:	99.900% of the principal amount of the Notes (plus accrued interest from December 12, 2012)	99.922% of the principal amount of the Notes (plus accrued interest from December 12, 2012)	100.000% of the principal amount of the Notes (plus accrued interest from December 12, 2012)

          All provisions contained in the document entitled General Electric Capital Corporation Underwriting Agreement Standard Provisions dated December 5, 2012 (the “Standard Provisions”), are herein incorporated by reference in their entirety and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein, except that (i) if any term defined in such document is otherwise defined herein, the definition set forth herein shall control, (ii) all references in such document to a type of security that is not an Offered Security shall not be deemed to be a part of this Agreement and (iii) all references in such document to a type of agreement that has not been entered into in connection with the transactions contemplated hereby shall not be deemed to be a part of this Agreement.

Exh. A-2

Notwithstanding the terms of the Standard Provisions, the Company agrees to pay the reasonable fees and disbursements of Clifford Chance US LLP, counsel for the Underwriters, in connection with the offering of the Offered Securities.

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

          Please confirm your agreement by having an authorized officer sign a copy of this Agreement as of the date first set forth above in the space set forth below.

Exh. A-3

Very truly yours,
GOLDMAN, SACHS & CO.
Acting severally on behalf of themselves and the several Underwriters named herein
By:	/s/ Michael Hickey
	Name: Michael Hickey
	Title: Vice President

[Signature Page – Underwriting Agreement]

ACCEPTED:
GENERAL ELECTRIC
CAPITAL CORPORATION
By:	/s/ Kathleen J. Yoh
	Name: Kathleen J. Yoh
	Title: Vice President & Assistant Treasurer

[Signature Page – Underwriting Agreement]

SCHEDULE I

DEBT SECURITIES

Underwriter	Principal Amount of 2015 Notes		Principal Amount of 2019 Notes		Principal Amount of Floating Rate Notes
Goldman, Sachs & Co.	$	500,000,000	$	200,000,000	$	150,000,000
Citigroup Global Markets Inc.	$	400,000,000	$	160,000,000	$	120,000,000
BNP Paribas Securities Corp.	$	50,000,000	$	20,000,000	$	15,000,000
Credit Agricole Securities (USA) Inc.	$	50,000,000	$	20,000,000	$	15,000,000
Total	$	1,000,000,000	$	400,000,000	$	300,000,000

Sch. I-1

SCHEDULE II

Attached Permitted Free Writing Prospectuses

Filed Pursuant to Rule 433

Dated December 5, 2012

Registration Statement No. 333-178262

GENERAL ELECTRIC CAPITAL CORPORATION

1.000% SENIOR SECURED NOTES due 2015

Investing in these notes involves risks. See “Risk Factors” in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2011 filed with the Securities and Exchange Commission and in the Prospectus and Prospectus Supplement pursuant to which these notes are issued.

Issuer:	General Electric Capital Corporation
Trade Date:	December 5, 2012
Settlement Date (Original Issue Date):	December 12, 2012
Maturity Date:	December 11, 2015
Principal Amount:	US $1,000,000,000
Price to Public (Issue Price):	99.900%
Structuring Agent Fee	0.10%
Agents Commission:	0.20%
All-in Price:	99.600%
Net Proceeds to Issuer:	US $996,000,000
Treasury Benchmark:	0.375% due November 15, 2015
Treasury Yield:	0.314%
Spread to Treasury Benchmark:	Plus 0.72%
Reoffer Yield:	1.034%
Interest Rate Per Annum:	1.000%
Interest Payment Dates:	Semi-annually on the 11th day of each December and June, commencing June 11, 2013 and ending on the Maturity Date

Sch. II-1

Day Count Convention:	30/360, Following Unadjusted
Business Days:	New York
Denominations:	Minimum of $1,000 with increments of $1,000 thereafter
Make Whole Call:	At any time at a discount rate of Treasury plus 10 basis points
Put Notice Period:	None
Method of Settlement:	Depository Trust Company
Trustee:	The Bank of New York Mellon

Page 2

Filed Pursuant to Rule 433

Dated December 5, 2012

Registration Statement No. 333-178262

Security:	The notes will have the benefit of a security interest in certain aircraft, subject to Permitted Collateral Liens and exceptions as set forth in the prospectus supplement. As set forth in the prospectus supplement, the initial aircraft collateral pool will consist of 137 aircraft
CUSIP:	36962G6M1
ISIN:	US36962G6M13

Plan of Distribution:

The Notes are being purchased by the underwriters listed below (collectively, the “Underwriters”), as principal, at 99.900% of the aggregate principal amount less an underwriting discount equal to 0.200% of the principal amount of the Notes.¹

¹ Excludes a structuring fee of 0.10% of the public offering price in aggregate to be paid to Goldman, Sachs & Co.

Sch. II-2

Institution	Commitment
Lead Managers:
Goldman, Sachs & Co.	$	500,000,000
Citigroup Global Markets Inc.	$	400,000,000
Passive Bookrunners:
BNP Paribas Securities Corp.	$	50,000,000
Credit Agricole Securities (USA) Inc.	$	50,000,000
Total	$	1,000,000,000

The Issuer has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended.

CAPITALIZED TERMS USED HEREIN WHICH ARE DEFINED IN THE PROSPECTUS SUPPLEMENT SHALL HAVE THE MEANINGS ASSIGNED TO THEM IN THE PROSPECTUS SUPPLEMENT.

The Issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting the SEC Web site at www.sec.gov. Alternatively, the Issuer or the underwriter participating in the offering will arrange to send you the prospectus if you request it by calling Citigroup Global Markets Inc. toll-free at 1-877-858-5407 and Goldman, Sachs & Co. toll-free at 1-866-471-2526.

Sch. II-3

Filed Pursuant to Rule 433

Dated December 5, 2012

Registration Statement No. 333-178262

GENERAL ELECTRIC CAPITAL CORPORATION

2.100% SENIOR SECURED NOTES due 2019

Investing in these notes involves risks. See “Risk Factors” in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2011 filed with the Securities and Exchange Commission and in the Prospectus and Prospectus Supplement pursuant to which these notes are issued.

Issuer:	General Electric Capital Corporation
Trade Date:	December 5, 2012
Settlement Date (Original Issue Date):	December 12, 2012
Maturity Date:	December 11, 2019
Principal Amount:	US $400,000,000
Price to Public (Issue Price):	99.922%
Structuring Agent Fee	0.10%
Agents Commission:	0.385%
All-in Price:	99.437%
Net Proceeds to Issuer:	US $397,748,000
Treasury Benchmark:	1.000% due November 30, 2019
Treasury Yield:	1.012%
Spread to Treasury Benchmark:	Plus 1.100%
Reoffer Yield:	2.112%
Interest Rate Per Annum:	2.100%
Interest Payment Dates:	Semi-annually on the 11th day of each December and June, commencing June 11, 2013 and ending on the Maturity Date
Day Count Convention:	30/360, Following Unadjusted
Business Days:	New York

Sch. II-4

Denominations:	Minimum of $1,000 with increments of $1,000 thereafter
Make Whole Call:	At any time at a discount rate of Treasury plus 15 basis points
Put Notice Period:	None
Method of Settlement:	Depository Trust Company

Page 2

Filed Pursuant to Rule 433

Dated December 5, 2012

Registration Statement No. 333-178262

Trustee:	The Bank of New York Mellon
Security:	The notes will have the benefit of a security interest in certain aircraft, subject to Permitted Collateral Liens and exceptions as set forth in the prospectus supplement. As set forth in the prospectus supplement, the initial aircraft collateral pool will consist of 137 aircraft
CUSIP:	36962G6P4
ISIN:	US36962G6P44

Plan of Distribution:

The Notes are being purchased by the underwriters listed below (collectively, the “Underwriters”), as principal, at 99.922% of the aggregate principal amount less an underwriting discount equal to 0.385% of the principal amount of the Notes.²

Institution	Commitment
Lead Managers:

² Excludes a structuring fee of 0.10% of the public offering price in aggregate to be paid to Goldman, Sachs & Co.

Sch. II-5

Goldman, Sachs & Co.	$	200,000,000
Citigroup Global Markets Inc.	$	160,000,000
Passive Bookrunners:
BNP Paribas Securities Corp.	$	20,000,000
Credit Agricole Securities (USA) Inc.	$	20,000,000
Total	$	400,000,000

The Issuer has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended.

CAPITALIZED TERMS USED HEREIN WHICH ARE DEFINED IN THE PROSPECTUS SUPPLEMENT SHALL HAVE THE MEANINGS ASSIGNED TO THEM IN THE PROSPECTUS SUPPLEMENT.

The Issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting the SEC Web site at www.sec.gov. Alternatively, the Issuer or the underwriter participating in the offering will arrange to send you the prospectus if you request it by calling Citigroup Global Markets Inc. toll-free at 1-877-858-5407 and Goldman, Sachs & Co. toll-free at 1-866-471-2526.

Sch. II-6

Filed Pursuant to Rule 433

Dated December 5, 2012

Registration Statement No. 333-178262

GENERAL ELECTRIC CAPITAL CORPORATION

FLOATING RATE SENIOR SECURED NOTES due 2015

Investing in these notes involves risks. See “Risk Factors” in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2011 filed with the Securities and Exchange Commission and in the Prospectus and Prospectus Supplement pursuant to which these notes are issued.

Issuer:	General Electric Capital Corporation
Trade Date:	December 5, 2012
Settlement Date (Original Issue Date):	December 12, 2012
Maturity Date:	December 11, 2015
Principal Amount:	US $300,000,000
Price to Public (Issue Price):	100%
Structuring Agent Fee	0.10%
Agents Commission:	0.20%
All-in Price:	99.700%
Net Proceeds to Issuer:	US $299,100,000
Interest Rate Basis (Benchmark):	LIBOR, as determined by Reuters
Index Currency:	U.S. Dollars
Spread (Plus or Minus):	Plus 0.60%
Index Maturity:	Three Months
Interest Payment Period:	Quarterly
Interest Payment Dates:	Quarterly on the 11th day of December March June and September commencing March 11, 2013 and ending on the Maturity Date

Sch. II-7

Initial Interest Rate:	To be determined two London Business Days prior to the Original Issue Date
Interest Reset Periods and Dates:	Quarterly on each Interest Payment Date
Interest Determination Date:	Quarterly, two London Business Days prior to each Interest Reset Date
Day Count Convention:	Actual/360, Modified Following Adjusted
Denominations:	Minimum of $1,000 with increments of $1,000 thereafter Page 2
	Filed Pursuant to Rule 433
	Dated December 5, 2012
	Registration Statement No. 333-178262
Make Whole Call:	At any time at a discount margin of LIBOR plus 0 basis points
Business Days:	New York
Put Notice Period:	None
Method of Settlement:	Depository Trust Company
Trustee:	The Bank of New York Mellon
Security:	The notes will have the benefit of a security interest in certain aircraft, subject to Permitted Collateral Liens and exceptions as set forth in the prospectus supplement. As set forth in the prospectus supplement, the initial aircraft collateral pool will consist of 137 aircraft
CUSIP:	36962G6N9
ISIN:	US36962G6N95
Plan of Distribution:

Sch. II-8

The Notes are being purchased by the underwriters listed below (collectively, the “Underwriters”), as principal, at 100% of the aggregate principal amount less an underwriting discount equal to 0.200% of the principal amount of the Notes.³

Institution	Commitment
Lead Managers:
Goldman, Sachs & Co.	$	150,000,000
Citigroup Global Markets Inc.	$	120,000,000
Passive Bookrunners:
BNP Paribas Securities Corp.	$	15,000,000
Credit Agricole Securities (USA) Inc.	$	15,000,000
Total	$	300,000,000

The Issuer has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended.

CAPITALIZED TERMS USED HEREIN WHICH ARE DEFINED IN THE PROSPECTUS SUPPLEMENT SHALL HAVE THE MEANINGS ASSIGNED TO THEM IN THE PROSPECTUS SUPPLEMENT.

The Issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting the SEC Web site at www.sec.gov. Alternatively, the Issuer or the underwriter participating in the offering will arrange to send you the prospectus if you request it by calling Citigroup Global Markets Inc. toll-free at 1-877-858-5407 and Goldman, Sachs & Co. toll-free at 1-866-471-2526.

³ Excludes a structuring fee of 0.10% of the public offering price in aggregate to be paid to Goldman, Sachs & Co.

Sch. II-9

EXHIBIT B

FORM OF OPINION OF COMPANY’S CORPORATE COUNSEL
TO BE DELIVERED PURSUANT TO SECTION 5(b)

          Such opinion shall state that, based upon the review and discussion of the contents of the Registration Statement and the Prospectus and any amendments and supplements thereto (including the documents of the Company incorporated therein by reference) and of the Pricing Disclosure Material by such counsel or members of such counsel’s staff which report to such counsel with certain officials of the Company, but without independent check or verification except as stated in such opinion, nothing has come to such counsel’s attention that would lead such counsel to believe (1) that each document incorporated by reference in the Prospectus which was filed by the Company pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (except as to financial statements and schedules and other financial and statistical data contained, referred to or incorporated by reference therein or omitted therefrom, as to which, in each case, such counsel need not express any belief) did not comply, when so filed, as to form in all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder, (2) that the Registration Statement at the Effective Time and the Prospectus and any supplements or amendments thereto as of their respective effective or issue dates (except for (a) financial statements and schedules and other financial and statistical data contained, referred to or incorporated by reference therein or omitted therefrom, (b) the statements contained in the Prospectus under the caption “Description of Debt Securities” and, if applicable, “Description of Warrants” or “Description of Common Stock” and in the prospectus supplement under any similar heading relating to the Designated Securities and (c) supplements relating only to securities other than the Designated Securities, as to which, in each case, such counsel need not express any belief) did not comply as to form in all material respects with the 1933 Act and the rules and regulations of the Commission thereunder, and (3) that (except for (a) financial statements and schedules and other financial and statistical data contained, referred to or incorporated therein or omitted therefrom, (b) the statements contained in the Prospectus under the caption “Description of Debt Securities” and, if applicable, “Description of Warrants” or “Description of Common Stock” and in the Pricing Supplement under any similar heading relating to the Designated Securities and (c) supplements relating only to securities other than the Designated Securities, as to which, in each case, such counsel need not express any belief) (i) the Registration Statement at the Effective Time contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) the Pricing Disclosure Material, as of the Pricing Effective Time for the Designated Securities, or the Prospectus contained, as of the date of the Pricing Supplement relating to the Designated Securities, and the Prospectus relating to the Designated Securities (as amended or supplemented, other than as to supplements relating only to securities other than the Designated Securities), contained or contains, any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

          In rendering such opinion, such counsel (1) may rely as to matters of fact, to the extent such counsel deems proper, on certificates of responsible officers and public officials and (2) may state that such counsel expresses no opinion as to laws, rules, regulations, consents,

Exh. B-1

approvals, authorizations or other orders other than those of the State of New York and the federal law of the United States of America, provided that no opinion need be expressed on or in respect to the New York securities laws or “Blue Sky” laws.

Exh. B-2

EXHIBIT C

FORM OF OPINION OF COUNSEL TO THE COMPANY
TO BE DELIVERED PURSUANT TO SECTION 5(c)

          (i) The Company and each grantor under any applicable security agreement is a corporation validly existing and in good standing under the laws of its jurisdiction of incorporation.

          (ii) The Underwriting Agreement has been duly authorized, executed and delivered by the Company.

          (iii) If the Designated Securities are Debt Securities, the Indenture has been duly authorized, executed and delivered by the Company, the Indenture is a valid and binding agreement of the Company, enforceable in accordance with its terms (subject to applicable equitable principles and except as may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally) and the Indenture has been qualified under the Trust Indenture Act of 1939, as amended;

          (iv) If the Designated Securities are Debt Securities, the Debt Securities have been duly authorized and, when executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Underwriters (or, in the case of Contract Debt Securities, by purchasers pursuant to Delayed Delivery Contracts), the Debt Securities, will be valid and binding obligations of the Company, enforceable in accordance with their terms (subject to applicable equitable principles and except as may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors, rights generally) and will be entitled to the benefits of the Indenture;

          (v) If the Designated Securities are Warrants, the Warrant Agreement has been duly authorized, executed and delivered by the Company, and the Warrant Agreement is a valid and binding agreement of the Company, enforceable in accordance with its terms (subject to applicable equitable principles and except as may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally);

          (vi) If the Designated Securities are Debt Securities secured by collateral, each security agreement, pledge agreement, mortgage and other security document pursuant to which liens on such collateral are created or governed has been duly authorized, executed and delivered by the Company and each grantor party thereto;

          (vii) If Delayed Delivery Contracts are entered into, the Delayed Delivery Contracts have been duly authorized, executed and delivered by the Company, the Delayed Delivery Contracts are valid and binding agreements of the Company, enforceable in accordance with their terms (subject to applicable equitable principles and except as may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally);

          (viii) The statements in the Prospectus under the heading “Description of Debt Securities” and under any similar heading in the Pricing Supplement relating to the Designated

Exh. C-1

Securities, insofar as such statements purport to summarize certain provisions of the Designated Securities and the Indenture, fairly present the matters referred to therein in all material respects;

          (ix) The statements in the Prospectus under the caption “Material United States Federal Income and Estate Tax Considerations for Non-United States Holders,” insofar as they constitute summaries of matters of U.S. federal income and estate tax law and regulation or legal conclusions with respect thereto, fairly present the matters described therein in all material respects; and

          (x) The execution and delivery by the Company of the Underwriting Agreement and the performance by the Company of its obligations thereunder will not conflict with, constitute a default under or violate (i) any of the terms, conditions or provisions of the Certificate of Incorporation or by-laws of the Company, (ii) in any material respect, any of the terms, conditions or provisions of any document, agreement or other instrument filed as a part of the Registration Statement or as an exhibit to any document incorporated or deemed to be incorporated by reference therein, or (iii) in any material respect, any provision of New York or federal law that in such counsel’s experience is normally applicable to general business corporations in relation to transactions of the type contemplated by the Underwriting Agreement (other than federal and state securities or blue sky laws, as to which such counsel express no opinion in this paragraph).

          In rendering such opinion, such counsel (1) may rely as to matters of fact, to the extent such counsel deems proper, on certificates of responsible officers and public officials and (2) may state that such counsel expresses no opinion as to laws, rules, regulations, consents, approvals, authorizations or other orders other than those of the State of New York and the federal law of the United States of America, provided that no opinion need be expressed on or in respect to the New York securities laws or “Blue Sky” laws.

Exh. C-2

EX-4.1

Exhibit 4.1

GENERAL ELECTRIC CAPITAL CORPORATION

FLOATING RATE SENIOR SECURED NOTES DUE 2015
1.000% SENIOR SECURED NOTES DUE 2015
2.100% SENIOR SECURED NOTES DUE 2019

INDENTURE
Dated as of December 12, 2012

The Bank of New York Mellon
as Trustee
and
Wells Fargo Bank Northwest, N.A. as Security Trustee

GENERAL ELECTRIC CAPITAL CORPORATION

          Reconciliation and tie showing the location in the Indenture dated as of December 12, 2012 of the provisions inserted pursuant to Sections 310 to 318(a), inclusive, of the Trust Indenture Act of 1939, as amended.

Trust Indenture Act Section			Indenture Section
SECTION 310 (a)	(1)	7.09
(a)	(2)	7.09
(b)		7.08, 7.10(b)
SECTION 312 (a)		5.01
SECTION 313 (a)		5.03
(c)		5.03
SECTION 314 (a)		5.02, 4.05
(b)		4.05
(c)		16.05
(c)	(1)	16.05
(c)	(3)	16.05
(d)		15.01(e)
(e)		16.05
SECTION 315 (a)		7.01(a)
(b)		6.08
(c)		6.05
(d)		7.01
(d)	(1)	7.01(a)
(d)	(2)	7.01(b)
(d)	(3)	7.01(c)
(e)		6.09
SECTION 316 (a)	(1) (A)	6.04, 6.07, 8.01
(a)	(1) (B)	6.07, 8.01
(b)		6.04, 8.01
(c)		8.02
SECTION 317 (a)	(1)	6.02
(a)	(2)	6.02
(b)		7.05
SECTION 318 (a)		16.08

NOTE: This reconciliation and tie shall not, for any purpose, be deemed to be a part of the Indenture.

TABLE OF CONTENTS

		Page
Article One Definitions		1
Section 1.01.	Definitions	1
Article Two Description, Execution, Registration and Exchange of Securities		10
Section 2.01.	Form and Dating	10
Section 2.02.	Aggregate Principal Amount	11
Section 2.03.	Authentication	11
Section 2.04.	Denomination and Numbering of Securities	12
Section 2.05.	Execution of Debt Securities	12
Section 2.06.	Exchange and Registration of Transfer of Debt Securities	13
Section 2.07.	Mutilated, Destroyed, Lost or Stolen Debt Securities	15
Section 2.08.	Temporary Debt Securities	15
Section 2.09.	Cancellation of Debt Securities Paid, etc.	16
Section 2.10.	Computation of Interest	16
Article Three Redemption of Debt Securities		16
Section 3.01.	Applicability of Article	16
Section 3.02.	Notice of Optional Redemption; Selection of Debt Securities	17
Section 3.03.	Payment of Debt Securities Called for Optional Redemption	18
Section 3.04.	Notice of Mandatory Redemption for Collateral Redemption Event	18
Section 3.05.	Payment in Connection with Mandatory Redemption Upon a Collateral Redemption Event	19
Section 3.06.	Knowledge of Trustee	19
Article Four Particular Covenants of the Company		19
Section 4.01.	Payment of Principal, Premium and Interest	19
Section 4.02.	Offices for Notices and Payments, etc.	19
Section 4.03.	Appointments to Fill Vacancies in Trustee’s Office	20
Section 4.04.	Provision as to Paying Agent	20
Section 4.05.	Statement as to Compliance; Opinion as to Maintenance of Lien	21
Article Five Holder Lists and Reports by the Company and the Trustee		22
Section 5.01.	Holder Lists	22
Section 5.02.	Reports by the Company	22
Section 5.03.	Reports by the Trustee	22

Article Six Remedies of the Trustee and Holders on Event of Default		22
Section 6.01.	Events of Default	22
Section 6.02.	Payment of Debt Securities on Default; Suit Therefor	24
Section 6.03.	Application of Moneys Collected by Trustee	26
Section 6.04.	Proceedings by Holders	26
Section 6.05.	Proceedings by Trustee	27
Section 6.06.	Remedies Cumulative and Continuing	27
Section 6.07.	Direction of Proceedings and Waiver of Defaults by Holders	27
Section 6.08.	Notice of Defaults	28
Section 6.09.	Undertaking to Pay Costs	28
Article Seven Concerning the Trustee		29
Section 7.01.	Duties and Responsibilities of Trustee	29
Section 7.02.	Reliance on Documents, Opinions, etc.	30
Section 7.03.	No Responsibility for Recitals, etc.	31
Section 7.04.	Ownership of Debt Securities	31
Section 7.05.	Moneys to be Held in Trust	31
Section 7.06.	Compensation and Expenses of Trustee	31
Section 7.07.	Officer’s Certificate as Evidence	32
Section 7.08.	Disqualification; Conflicting Interests for the Trustee	32
Section 7.09.	Eligibility of Trustee	32
Section 7.10.	Resignation or Removal of Trustee	32
Section 7.11.	Acceptance by Successor Trustee	34
Section 7.12.	Succession by Merger, etc.	34
Section 7.13.	Appointment of Authenticating Agent	35
Article Eight Concerning the Holders		36
Section 8.01.	Action by Holders	36
Section 8.02.	Proof of Execution by Holders	37
Section 8.03.	Who are Deemed Absolute Owners	37
Section 8.04.	Company-Owned Debt Securities Disregarded	37
Section 8.05.	Revocation of Consents; Future Holders Bound	38
Article Nine Holder’s Meetings		38
Section 9.01.	Purposes of Meetings	38
Section 9.02.	Call of Meeting by Trustee	38
Section 9.03.	Call of Meeting by Company or Holders	39

Section 9.04.	Qualifications for Voting	39
Section 9.05.	Quorum; Adjourned Meetings	39
Section 9.06.	Regulations	40
Section 9.07.	Voting	40
Section 9.08.	No Delay of Rights by Meeting	41
Article Ten Supplemental Indentures		41
Section 10.01.	Supplemental Indentures without Consent of Holders	41
Section 10.02.	Supplemental Indentures with Consent of Holders	42
Section 10.03.	Compliance with Trust Indenture Act; Effect of Supplemental Indentures	43
Section 10.04.	Notation on Securities	43
Section 10.05.	Evidence of Compliance of Supplemental Indenture to be Furnished Trustee	44
Article Eleven Consolidation, Merger, Sale or Conveyance		44
Section 11.01.	Company May Not Consolidate, etc., Except Under Certain Conditions	44
Section 11.02.	Successor entity to be Substituted	44
Section 11.03.	Documents to be Given Trustee	45
Article Twelve Satisfaction and Discharge of Indenture		45
Section 12.01.	Discharge of Indenture	45
Section 12.02.	Deposited Moneys to be Held in Trust by Trustee	45
Section 12.03.	Paying Agent to Repay Moneys Held	45
Section 12.04.	Return of Unclaimed Moneys	46
Section 12.05.	Certification of Satisfaction and Discharge	46
Article Thirteen Immunity of Incorporators, Stockholders, Officers and Directors		46
Section 13.01.	Indenture and Securities Solely Corporate Obligations	46
Article Fourteen Legal Defeasance and Covenant Defeasance		46
Section 14.01.	Applicability of Article; Company’s Option to Effect Legal Defeasance or Covenant Defeasance	46
Section 14.02.	Legal Defeasance and Discharge	47
Section 14.03.	Covenant Defeasance	47
Section 14.04.	Conditions to Legal Defeasance or Covenant Defeasance	48
Section 14.05.	Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions	49
Section 14.07.	Certification of Defeasance	50

Article Fifteen Security Arrangements		50
Section 15.01.	Security	50
Section 15.02.	Authorization of Actions to Be Taken	52
Section 15.03.	Determinations Relating to Collateral	52
Section 15.04.	Release of Liens	52
Section 15.05.	Limitation on Duty of Trustee in Respect of Collateral	52
Section 15.06.	Approval of Qualified Appraiser	53
Article Sixteen Miscellaneous Provisions		53
Section 16.01.	Provisions Binding on Company’s Successors	53
Section 16.02.	Official Acts by Successor Entity	53
Section 16.03.	Addresses for Notices, etc.	53
Section 16.04.	New York Contract	54
Section 16.05.	Evidence of Compliance with Conditions Precedent	54
Section 16.06.	Legal Holidays	54
Section 16.07.	[Reserved]	54
Section 16.08.	Trust Indenture Act to Control	54
Section 16.09.	Table of Contents, Headings, etc.	54
Section 16.10.	Execution in Counterparts	55
Section 16.11.	Separability	55
Section 16.12.	Proceeds	55
Section 16.13.	Waiver of Jury Trial	55

          INDENTURE dated as of December 12, 2012 (this “Indenture”), between General Electric Capital Corporation, a corporation duly organized and existing under the laws of Delaware (the “Company”), The Bank of New York Mellon as Trustee (the “Trustee”) and Wells Fargo Bank Northwest, N.A. as Security Trustee (the “Security Trustee”).

RECITALS OF THE COMPANY

          Whereas, the Company has duly authorized the issue of its senior secured notes, to be issued in three series (the “Debt Securities” as defined below), which shall rank pari passu in right of payment to all of its existing and future senior indebtedness, including without limitation, any senior notes, and senior in right of payment to all of its existing and future indebtedness that is expressly subordinated to the Debt Securities, up to such principal amount or amounts as may be authorized in accordance with the terms of this Indenture, and to provide, among other things, for the authentication, delivery and administration of the Debt Securities, the Company has duly authorized the execution and delivery of this Indenture; and

          Whereas, each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of $300 million aggregate principal amount of the Company’s Floating Rate Senior Secured Notes due 2015 issued on the Effective Date (the “Floating Rate Notes”), $1 billion aggregate principal amount of the Company’s 1.000% Senior Secured Notes due 2015 issued on the Effective Date (the “2015 Notes”) and $400 million aggregate principal amount of the Company’s 2.100% Senior Secured Notes due 2019 issued on the Effective Date (the “2019 Notes,” and together with the Floating Rate Notes and the 2015 Notes, the “Debt Securities”).

          Whereas, all things necessary to make this Indenture a valid indenture and agreement according to its terms have been done;

          Now, therefore:

          In consideration of the premises and the purchases of the Debt Securities by the holders thereof, the Company, the Trustee and the Security Trustee mutually covenant and agree for the equal and proportionate benefit of the respective holders from time to time of the Debt Securities as follows:

ARTICLE ONE

DEFINITIONS

          Section 1.01. Definitions. The terms defined in this Section 1.01 (except as herein otherwise expressly provided or unless the context otherwise requires) for all purposes of this Indenture shall have the respective meanings specified in this Section 1.01. All other terms used in this Indenture which are defined in the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), or which are by reference therein defined in the Securities Act of 1933, as amended (the “Securities Act”) (except as herein otherwise expressly provided or unless the context otherwise requires) shall have the meanings assigned to such terms in said Trust Indenture Act and in said Securities Act. The words “herein”, “hereof” and “hereunder”, and

other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision.

          For all purposes of this Indenture, all capitalized terms used but not defined in this Indenture shall have the respective meanings assigned to such terms in the Mortgage.

          “Account Control Agreement” has the meaning set forth in the Mortgage.

          “Additional Pool Aircraft” means any Pool Aircraft added to the Designated Pool after the Effective Date pursuant to the Mortgage.

          “Affiliate” means, with respect to any specified Person, any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, ‘‘control’’ when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms ‘‘controlling’’ and ‘‘controlled’’ have meanings correlative to the foregoing.

          “Aircraft Collateral” has the meaning set forth in the Mortgage.

          “Appraisal” has the meaning set forth in the Mortgage.

          “Appraised Value” has the meaning set forth in the Mortgage.

          “Assigned Lease” has the meaning set forth in the Mortgage.

          “Authenticating Agent” means any Person authorized by the Trustee pursuant to Section 7.13 to act on behalf of the Trustee to authenticate Securities.

          “Board of Directors” shall mean either the Board of Directors of the Company or any committee of that Board duly authorized to act under the terms of this Indenture.

          “Business Day” means any day that is not a Saturday, Sunday or other day on which banking institutions are generally authorized or obligated by law or regulation to close in New York City.

          “Calculation Agent” means The Bank of New York Mellon, or any other successor appointed from time to time by the Company acting as Calculation Agent in respect of the Floating Rate Notes.

          “Cash Collateral Account” has the meaning set forth in the Mortgage.

          “Collateral” has the meaning set forth in the Mortgage.

          “Collateral Event” means, unless the applicable Collateral has been released from the Liens securing the Debt Securities in accordance with the provisions of this Indenture and the Security Documents, the occurrence and continuation of any of the following: (a) (i) any Security Document ceases to be in full force and effect (except as permitted by the terms of this

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Indenture or the Security Documents), or the enforcement of any Security Document is stayed as to any Grantor as a result of an event described in Sections 6.01(e) or (f) occurring with respect to such Grantor (as opposed to the Company), or any of the Security Documents ceases to give the Security Trustee, as trustee on behalf of the Secured Parties, a valid, perfected security interest (except as permitted by the terms of this Indenture or the Security Documents) in the Collateral, or (ii) the Company or one or more Grantors violates any covenant or agreement (A) under Article Fifteen or otherwise relating to the Collateral under this Indenture or (B) under the Security Documents, in each of cases (a)(i) and (a)(ii) above both (x) with respect to Collateral with an Appraised Value equal to or more than $250 million and (y) for a period of 365 consecutive days after the Company receives notice thereof from the Trustee or from the Holders of at least 25% in principal amount of all Debt Securities at the time Outstanding (with a copy to the Trustee), specifying such event or (b) the repudiation or disaffirmation by the Company or any Grantor in writing of its material obligations under the Security Documents or the final and unappealable determination in a judicial proceeding of competent jurisdiction that the Security Documents are unenforceable or invalid against the Company or any Grantor party thereto for any reason with respect to Collateral with an Appraised Value equal to or more than $250 million which repudiation, disaffirmation or determination is not rescinded, stayed, or waived by the Persons having such authority to do so pursuant to the Security Documents or otherwise cured within 60 days after the Company receives written notice thereof specifying such occurrence from the Trustee or from the Holders of at least 25% in principal amount of all Debt Securities at the time Outstanding (with a copy to the Trustee), specifying such occurrence.

          “Collateral Redemption Event” means a Collateral Event followed by a Debt-to-Collateral Value Ratio Event with respect to such Collateral Event.

          “Collateral Redemption Event Amount” means:

          (a) with respect to the 2015 Notes, the greater of (i) 100% of the principal amount of the 2015 Notes to be redeemed; and (ii) the sum of the present values of the remaining scheduled payments of interest and principal thereon (exclusive of interest accrued and unpaid to, but not including, the date of redemption) discounted to the date of redemption on a semiannual basis, assuming a 360-day year consisting of twelve 30-day months, at the Treasury Rate plus 10 basis points; provided, that for the avoidance of doubt, the amount by which clause (ii) above exceeds clause (i) above shall be deemed to be “premium” for purposes of this Indenture and the Security Documents;

          (b) with respect to the 2019 Notes, the greater of (i) 100% of the principal amount of the 2019 Notes to be redeemed; and (ii) the sum of the present values of the remaining scheduled payments of interest and principal thereon (exclusive of interest accrued and unpaid to, but not including, the date of redemption) discounted to the date of redemption on a semiannual basis, assuming a 360-day year consisting of twelve 30-day months, at the Treasury Rate plus 15 basis points; provided, that for the avoidance of doubt, the amount by which clause (ii) above exceeds clause (i) above shall be deemed to be “premium” for purposes of this Indenture and the Security Documents; and

          (c) with respect to the Floating Rate Notes, the greater of (i) 100% of the principal amount of the Floating Rate Notes to be redeemed; and (ii) the sum of the present values of the

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remaining scheduled payments of interest (calculating, for purposes of this paragraph, future scheduled payments of interest using the interest rate applicable to the Floating Rate Notes on the date notice of redemption is given) and principal thereon (exclusive of interest accrued and unpaid to, but not including, the date of redemption) discounted to the date of redemption on a quarterly basis, assuming a 360-day year and the actual number of days remaining in each year until Stated Maturity, at LIBOR as in effect with respect to the Floating Rate Notes on the Interest Reset Date, prior to the date notice of redemption is given; provided, that for the avoidance of doubt, the amount by which clause (ii) above exceeds clause (i) above shall be deemed to be “premium” for purposes of this Indenture and the Security Documents.

          “Collateral Supplement” has the meaning set forth in the Mortgage.

          “Company” shall mean General Electric Capital Corporation, a Delaware corporation, until any successor corporation shall have become such pursuant to the provisions of Article Eleven, and thereafter “Company” shall mean such successor.

          “Comparable Treasury Issue” means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the Debt Securities to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of a comparable maturity to the remaining term of such Debt Securities.

          “Comparable Treasury Price” means, with respect to any redemption date, (A) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (B) if the Independent Investment Banker obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.

          “Daily Interest Amount” has the meaning provided in Section 2.10.

          “Debt-to-Collateral Value Ratio” means, as of any date of determination, the ratio of (i) the aggregate principal amount of the Outstanding Debt Securities as of such date of determination (which in the case of any defeasance, shall not include the aggregate principal amount of the defeased series of Debt Securities, for which cash and U.S. Government Obligations have been deposited), divided by (ii) the sum of (x) the aggregate Appraised Value of all Pool Aircraft included in the Designated Pool and in compliance with the Express Perfection Requirements as of such date of determination and reflected in the most recent Appraisals delivered pursuant to this Indenture and/or the Security Documents plus (y) the amount of any cash Collateral held in any Cash Collateral Account (which in the case of any defeasance, shall not include the amount of cash and U.S. Government Obligations deposited with respect to the defeased series of Debt Securities).

          “Debt-to-Collateral Value Ratio Event” means, as of the 20^th Business Day following a particular Collateral Event, a Debt-to-Collateral Value Ratio in excess of 65% unless the applicable Collateral has been released from the Liens securing the Debt Securities in accordance with the provisions of this Indenture and Security Documents.

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          “Debt Security” or “Debt Securities” shall mean any Debt Security or Debt Securities, as the case may be, authenticated and delivered under this Indenture.

          “Depository” shall mean, with respect to the Debt Securities of any series or series issuable or issued in the form of one or more Global Debt Securities, the Person designated as Depository by the Company pursuant to Section 2.02 until a successor Depository shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Depository” shall mean or include each Person who is then a Depository hereunder, and if at any time there is more than one such Person, “Depository” as used with respect to the Debt Securities of any such series or series shall mean the Depository with respect to such Global Debt Security or Securities.

          “Designated Pool” has the meaning set forth in the Mortgage.

          “Dollar” shall mean the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts.

          “Effective Date” means the date of initial issuance of the Debt Securities.

          “Eligible Person” has the meaning set forth in the Mortgage.

          “Enforcement Event” has the meaning set forth in the Mortgage.

          “Event of Default” shall have the meaning specified in Section 6.01. “Express Perfection Requirements” has the meaning set forth in the Mortgage.

          “Global Debt Security” means a Debt Security evidencing all or part of a series of Debt Securities, issued to, and registered in the name of, the Depositary for such series in accordance with Section 2.03 and shall bear the legend set forth in Section 2.03.

          “Governmental Authority” means the government of the United States, any other nation or any state, locality or political subdivision of the United States or any other nation, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

          “Grantor” has the meaning set forth in the Mortgage. As of the Effective Date, the term “obligor” as used herein does not include any Grantor.

          “Holder” means the person in whose name a Debt Security is registered in the security register in accordance with the terms hereof.

          “Indenture” means this Indenture, as amended from time to time.

          “Indenture Documents” means the Debt Securities, this Indenture and the Security Documents.

- 5 -

          “Independent Investment Banker” means one of the Reference Treasury Dealers appointed by the Company.

          “International Interest” has the meaning set forth in the Mortgage.

          “International Registry” has the meaning set forth in the Mortgage.

          “Lease” has the meaning set forth in the Mortgage.

          “Lessee” has the meaning set forth in the Mortgage.

          “Lessee Acknowledgment” has the meaning set forth in the Mortgage.

          “Lessee Notice” has the meaning set forth in the Mortgage.

          “Leasing Company Practice” has the meaning set forth in the Mortgage.

          “Lien” has the meaning set forth in the Mortgage.

          “Make-Whole Redemption Amount” means:

          (a) with respect to the 2015 Notes, the greater of (i) 100% of the principal amount of the 2015 Notes to be redeemed; and (ii) the sum of the present values of the remaining scheduled payments of interest and principal thereon (exclusive of interest accrued and unpaid to, but not including, the date of redemption) discounted to the date of redemption on a semiannual basis, assuming a 360-day year consisting of twelve 30-day months, at the Treasury Rate plus 10 basis points; provided, that for the avoidance of doubt, the amount by which clause (ii) above exceeds clause (i) above shall be deemed to be “premium” for purposes of this Indenture and the Security Documents;

          (b) with respect to the 2019 Notes, the greater of (i) 100% of the principal amount of the 2019 Notes to be redeemed; and (ii) the sum of the present values of the remaining scheduled payments of interest and principal thereon (exclusive of interest accrued and unpaid to, but not including, the date of redemption) discounted to the date of redemption on a semiannual basis, assuming a 360-day year consisting of twelve 30-day months, at the Treasury Rate plus 15 basis points; provided, that for the avoidance of doubt, the amount by which clause (ii) above exceeds clause (i) above shall be deemed to be “premium” for purposes of this Indenture and the Security Documents; and

          (c) with respect to the Floating Rate Notes, the greater of (i) 100% of the principal amount of the Floating Rate Notes to be redeemed; and (ii) the sum of the present values of the remaining scheduled payments of interest (calculating, for purposes of this paragraph, future scheduled payments of interest using the interest rate applicable to the Floating Rate Notes on the date notice of optional redemption is given) and principal thereon (exclusive of interest accrued and unpaid to, but not including, the date of redemption) discounted to the date of redemption on a quarterly basis, assuming a 360-day year and the actual number of days remaining in each year until Stated Maturity, at LIBOR as in effect with respect to the Floating Rate Notes on the Interest Reset Date, prior to the date notice of redemption is given; provided,

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that for the avoidance of doubt, the amount by which clause (ii) above exceeds clause (i) above shall be deemed to be “premium” for purposes of this Indenture and the Security Documents.

          “Maturity” when used with respect to any Debt Security, means the date on which the principal thereof becomes due and payable as provided in this Indenture and the Debt Securities, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise.

          “Measurement Period” means each six month period starting on January 1 and July 1 of each year (other than the initial Measurement Period which shall be from the date hereof through June 30, 2013).

          “Mortgage” means the Aircraft Mortgage and Security Agreement dated as of December 12, 2012 by the Grantors party thereto in favor of the Security Trustee, together with any supplements thereto (as amended, restated, amended and restated, supplemented or otherwise modified from time to time).

          “Offering Document” means: the Prospectus Supplement, dated December 12, 2012, of the Company relating to the issuance of the Debt Securities and the related Prospectus, dated December 5, 2012.

          “Officer” shall mean, unless otherwise specified by a provision of this Indenture or the TIA, as applicable, the President, any Senior Vice President or any Vice President, the Chairman or any Vice Chairman of the Board, the Treasurer or any Assistant Treasurer, the Secretary or any Assistant Secretary of the Company.

          “Officer’s Certificate” shall mean a certificate signed by an Officer and delivered to the Trustee. Each such certificate shall comply with Section 314(c) of the Trust Indenture Act and include the statements provided for in Section 16.05 if and to the extent required by the provisions of the Trust Indenture Act and such Section.

          “Opinion of Counsel” shall mean an opinion in writing signed by legal counsel, who may be an employee of or of counsel to the Company, or may be other counsel. Each such opinion shall comply with Section 314(c) of the Trust Indenture Act and include the statements provided for in Section 16.05 if and to the extent required by the provisions of the Trust Indenture Act and the provisions of such Section.

          “Outstanding” means, as of any particular time, all Debt Securities authenticated and delivered by the Trustee under this Indenture, except (a) any Debt Securities canceled by the Trustee or delivered to the Trustee for cancellation; (b) any Debt Securities, or portions thereof, for the payment or redemption of which moneys in the necessary amount shall have been deposited in trust with the Trustee or with any paying agent (other than the Company) or shall have been set aside and segregated in trust by the Company (if the Company shall act as its own paying agent), provided that if such Debt Securities are to be redeemed prior to the Stated Maturity thereof, notice of such redemption shall have been mailed as provided in the indenture or provision satisfactory to the Trustee shall have been made for mailing such notice; (c) Debt Securities which have been defeased pursuant to the procedures specified in Article 14 hereof; and (d) any Debt Securities in lieu of or in substitution for which other Debt Securities shall have been authenticated and delivered, or which shall have been paid, pursuant to the terms of this

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Indenture, unless proof satisfactory to the Trustee is presented that any such Debt Securities are held by Persons in whose hands any of such Debt Securities is a valid, binding and legal obligation of the Company.

          “Own” has the meaning set forth in the Mortgage.

          “Owner Trust” has the meaning set forth in the Mortgage.

          “Paying Agent” shall mean initially The Bank of New York Mellon in its capacity as paying agent, unless and until otherwise designated by the Company in accordance with this Indenture.

          ‘‘Permitted Liens’’ has the meaning set forth in the Mortgage.

          “Person” shall mean any individual, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

          “Pool Aircraft” has the meaning set forth in the Mortgage.

          “Post-Petition Interest” has the meaning set forth in the Mortgage.

          “Principal Office of the Trustee” or other similar term, shall mean the principal office of the Trustee at which any particular time its corporate trust business shall be administered.

          “Protocol” has the meaning set forth in the Mortgage.

          “Qualified Appraiser” has the meaning set forth in the Mortgage.

          “Reference Treasury Dealers” means each of Goldman, Sachs & Co., Citigroup Global Markets or their respective Affiliates which are primary U.S. Government securities dealers in The City of New York (a “Primary Treasury Dealer”), and their respective successors plus three other Primary Treasury Dealers selected by the Company; provided, however, that if any of the foregoing or their Affiliates ceases to be a Primary Treasury Dealer, the Company will substitute therefor another Primary Treasury Dealer.

          “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the applicable Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker by each such Reference Treasury Dealer at 3:30 p.m. New York time on the third Business Day preceding such redemption date.

          “registrar” shall mean initially The Bank of New York Mellon in its capacity as registrar, unless and until otherwise designated by the Company in accordance with this Indenture.

          “Responsible Officer” The term “Responsible Officer”, when used with respect to the Trustee, shall mean the Chairman or any Vice Chairman of the Board of Directors, the Chairman

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or any Vice Chairman of the Executive Committee of the Board of Directors, the President, any Vice President, any Assistant Vice President, the Cashier, any Assistant Cashier, the Secretary, any Assistant Secretary, the Treasurer, any Assistant Treasurer, any Trust Officer, any Assistant Trust Officer, or any other officer or assistant officer of the Trustee customarily performing functions similar to those performed by the Persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of his knowledge of and familiarity with the particular subject.

          “Secured Obligations” means (i) all principal of and premium, if any, on the Debt Securities Outstanding from time to time under this Indenture and all accrued unpaid interest (including Post-Petition Interest) on the Debt Securities Outstanding under this Indenture, (ii) all other amounts now or hereafter payable by the Company to the Holders of the Debt Securities or the Trustee under this Indenture, including, without limitation, amounts owing to the Trustee for its fees, expenses, indemnities or other amounts and (iii) any fees, expenses, indemnities or other amounts now or hereafter payable by the Company to the Security Trustee under the Security Documents or for acting in its capacity as such pursuant to a separate agreement among such parties, in each case, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising.

          “Secured Party” means (i) the Security Trustee, on behalf of itself and the other Secured Parties, (ii) the Trustee, on behalf of itself and (iii) the Holders of the Debt Securities from time to time Outstanding.

          “Securities Intermediary” means (i) for purposes of Section 2.07 of the Mortgage, the Security Trustee and (ii) any “securities intermediary” as defined in 31 C.F.R. Section 357.2 or Section 8-102(a)(14) of the UCC.

          “Security Documents” shall have the meaning specified in the Mortgage.

          “Security register” shall have the meaning specified in Section 2.06.

          “Security registrar” shall have the meaning specified in Section 2.06.

          “Security Trustee” means initially, Wells Fargo Bank Northwest, N.A., the security trustee appointed in accordance with the Security Documents, together with its successors.

          “Stated Maturity” means, with respect to any Debt Security, the final Maturity of such Debt Security contemplated on the Effective Date.

          “Subsidiary” (i) any corporation of which the Company or any Grantor directly or indirectly owns or controls at that time at least a majority of the outstanding stock having under ordinary circumstances (not dependent upon the happening of a contingency) voting power to elect a majority of the board of directors of such corporation or (ii) any other Person (other than a corporation) in which the Company or any Grantor directly or indirectly has at least a majority ownership interest and power to direct the policies, management and affairs thereto, including for purposes of the Security Documents, an Owner Trust.

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          “Tax” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

          “Treasury Rate” means, with respect to any redemption date, the rate per annum equal to the semiannual equivalent yield to maturity of the applicable Comparable Treasury Issue, assuming a price for such Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the applicable Comparable Treasury Price for such redemption date.

          “Trustee” means The Bank of New York Mellon or its successor pursuant to Article Seven of this Indenture.

          “U.S. Government Obligations” means securities that are:

          (a) direct obligations of the United States of America for the payment of which its full faith and credit is pledged, or

          (b) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America, the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America.

          In either case, the U.S. Government Obligations may not be callable or redeemable at the option of the issuer, and shall also include a depository receipt issued by a bank, as defined in Section 3(a)(2) of the Securities Act, as custodian with respect to such U.S. Government Obligation or a specific payment of principal of or interest on such U.S. Government Obligation held by the custodian for the account of the holder of such depository receipt. However, the custodian is not authorized to make any deduction from the amount payable to the holder of the depository receipt except as required by law.

ARTICLE TWO

DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES

          Section 2.01. Form and Dating. The 2015 Notes shall be in substantially the form set forth in Exhibit A hereto, the 2019 Notes shall be in substantially the form set forth in Exhibit B hereto and the Floating Rate Notes shall be in substantially the form set forth in Exhibit C hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such legends or endorsements placed thereon as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which such Debt Securities may be listed, or to conform to usage, which forms, together with the terms contained therein, are hereby incorporated in and expressly made part of this Indenture. However, to the extent that any provision of such Debt Security conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. Each Debt Security will be dated the date of its authentication. The Debt Securities shall be in denominations of $1,000 and integral multiples of $1,000 in excess thereof.

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          The Trustee’s Certificate of Authentication on all Debt Securities shall be in substantially the following form, and shall be executed on behalf of the Trustee by its authorized signatory or agent:

          This is one of the Debt Securities of the series designated therein referred to in the within-mentioned Indenture.

Date of Authentication:
The Bank of New York Mellon, as Trustee
By:
	[Authorized Signatory]

          Section 2.02. Aggregate Principal Amount. The Floating Rate Notes shall be limited in aggregate principal amount to $300,000,000, the 2015 Notes shall be limited in aggregate principal amount to $1,000,000,000, and the 2019 Notes shall be limited in aggregate principal amount to $400,000,000 (except for 2015 Notes or 2019 Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Debt Securities of the same series pursuant to Sections 2.06, 2.07, 2.08, 3.03 or 10.04). The Floating Rate Notes, the 2015 Notes and the 2019 Notes shall each constitute a separate series of Debt Securities under this Indenture and shall be issued initially in the form of Global Debt Securities and the initial Depository therefor shall be The Depository Trust Company.

          Section 2.03. Authentication. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver the Debt Securities, executed by the Company, to the Trustee or its agent for authentication. Except as otherwise provided in this Article Two, the Trustee shall thereupon authenticate and deliver, or cause to be authenticated and delivered, said Debt Securities to or for the account of the Company upon the written order of the Company, signed by an Officer.

          If the Company shall establish pursuant to Section 2.02 that the Debt Securities are to be issued in the form of one or more Global Debt Securities, then the Company shall execute and the Trustee shall, in accordance with this Section 2.03 and the Company order with respect to such Debt Securities, authenticate and deliver one or more Global Debt Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate principal amount of all of the Debt Securities issued and not yet canceled, (ii) shall be registered in the name of the Depository for such Global Debt Security or Debt Securities or the nominee of such Depository, (iii) shall be delivered by the Trustee to such Depository or pursuant to such Depositary’s instructions (iv) may have notations, legends or endorsements required by law, stock exchange rule, or usage (provided that any such notation, legend or endorsement is in a form acceptable to the Company) and (v) shall bear a legend substantially to the following effect: “Unless and until it is exchanged in whole or in part for Debt Securities in definitive registered form, this Debt Security may not be transferred except as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any such nominee to a successor Depository or a nominee of such successor Depository.”

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          Each Depository must, at the time of its designation and at all times while it serves as Depository hereunder, be a clearing agency registered under the United States Securities Exchange Act of 1934, as amended, (the “Exchange Act”) and any other applicable statute or regulation.

          Section 2.04. Denomination and Numbering of Securities. The Debt Securities of each series shall be issuable as registered Debt Securities without coupons in such denominations as shall be specified in Section 2.01. Debt Securities of each series shall be numbered, lettered or otherwise distinguished in such manner or in accordance with such plan as the officers of the Company executing the same may determined with the approval of the Trustee.

          The Person in whose name any Debt Security of a particular series is registered at the close of business on any record date (as hereinafter defined) with respect to any interest payment date for such series shall be entitled to receive the interest payable on such interest payment date notwithstanding the cancellation of such Debt Security upon any registration of transfer or exchange subsequent to the record date and prior to such interest payment date; provided, however, that if and to the extent that the Company shall default in the payment of interest on such interest payment date, such defaulted interest shall be paid to the Persons in whose names Outstanding Debt Securities of such series are registered on a subsequent record date established by notice given by mail by or on behalf of the Company to the Holders of such Debt Securities not less than 15 days preceding such subsequent record date, such record date to be not less than five days preceding the date of payment of such defaulted interest. The term “record date” as used in this Section 2.04 with respect to any regular interest payment date for the 2015 Notes and the 2019 Notes shall mean the close of business on June 1^st or December 1^st (whether or not a Business Day) preceding such interest payment date, and with respect to any regular interest payment date for the Floating Rate Notes shall mean the close of business on March 1^st, June 1^st, September 1^st or December 1^st (whether or not a Business Day) preceding such interest payment date, except that the regular record date for interest due on any Debt Security’s Stated Maturity or date of earlier redemption will be that particular date.

          Section 2.05. Execution of Debt Securities. The Debt Securities shall be signed in the name and on behalf of the Company by the manual or facsimile signature of any Officer. Only such Debt Securities as shall bear thereon a certificate of authentication substantially in the form herein recited, executed by the Trustee, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee upon any Debt Security executed by the Company shall be conclusive evidence that the Debt Security so authenticated has been duly authenticated and delivered hereunder and that the Holder is entitled to the benefits of this Indenture.

          In case any officer of the Company who shall have signed any of the Debt Securities shall cease to be such officer before the Debt Securities shall have been authenticated and delivered by the Trustee, or disposed of by the Company, such Debt Securities nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Debt Securities had not ceased to be such officer of the Company; and any Debt Security may be signed on behalf of the Company by such Persons as, at the actual date of such Debt Security, shall be the proper officers of the Company, although at the date of the execution of this Indenture any such Person was not such an officer.

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          Section 2.06. Exchange and Registration of Transfer of Debt Securities. Debt Securities of any series (other than a Global Debt Security, except as set forth below) may be exchanged for a like aggregate principal amount of Debt Securities of the same series of other authorized denominations.

          Debt Securities to be exchanged pursuant to the preceding paragraph shall be surrendered, at the option of the Holders thereof, either at the office or agency designated and maintained by the Company for such purpose in the Borough of Manhattan, The City of New York in accordance with the provisions of Section 4.02 or at any of such other offices or agencies as may be designated and maintained by the Company for such purpose in accordance with the provisions of Section 4.02, and the Company shall execute and register and the Trustee shall authenticate and deliver in exchange therefor the Debt Security or Debt Securities which the Holder making the exchange shall be entitled to receive. Each Person designated by the Company pursuant to the provisions of Section 4.02 as a Person authorized to register and register transfer of the Debt Securities is sometimes herein referred to as a “registrar.”

          The Company shall keep, at one such office or agency for a series of Debt Securities, a register for such series of Debt Securities (herein sometimes collectively referred to as the “Security register” or the “registry books of the Company”) in which, subject to such reasonable regulations as it may prescribe, the Company shall register Debt Securities and shall register the transfer of Debt Securities as provided in this Article Two. The Security register shall be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times the Security register shall be open for inspection by the Trustee and any registrar other than the Trustee. Upon due presentment for registration of transfer of any Debt Security of any series at any designated office or agency, the Company shall execute and register and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new Debt Security or Debt Securities of the same series for an equal aggregate principal amount. Registration or registration of transfer of any Debt Security by any registrar in the registry books of the Company maintained by such registrar, and delivery of such Debt Security, duly authenticated, shall be deemed to complete the registration or registration of transfer of such Debt Security.

          No Person shall at any time be designated as or act as a registrar unless such Person is at such time empowered under applicable law to act as such and duly registered to act as such under and to the extent required by applicable law and regulations.

          All Debt Securities presented for registration of transfer or for exchange, redemption, repayment or payment shall (if so required by the Company or the Trustee) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer or exchange in form satisfactory to the Company and the Trustee duly executed by, the Holder or his attorney duly authorized in writing.

          No service charge shall be made for any exchange or registration of transfer of Debt Securities, but the Company may require payment of a sum sufficient to cover any Tax or other governmental charge that may be imposed in connection therewith.

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          The Company shall not be required (i) to issue, register the transfer of or exchange Debt Securities to be redeemed for a period of at least 30 days but not more than 60 days preceding the mailing (or delivery in accordance with the procedures of the Depositary) of the relevant notice of redemption, or (ii) to register the transfer of or exchange any Debt Securities selected for redemption, in whole or in part, except the unredeemed portion of any such Debt Securities being redeemed in part.

          Notwithstanding any other provision of this Section 2.06, unless and until it is exchanged in whole or in part for Debt Securities in definitive registered form, a Global Debt Security representing all or a portion of the Debt Securities of a series may not be transferred except as a whole by the Depository for such series to a nominee of such Depository or by a nominee of such Depository to such Depository or another nominee of such Depository or by such Depository or any such nominee to a successor Depository for such series or a nominee of such successor Depository.

          If at any time the Depository for any Debt Securities of a series represented by one or more Global Debt Securities notifies the Company that it is unwilling or unable to continue as Depository for such Debt Securities or if at any time the Depository for such Debt Securities shall no longer be eligible under Section 2.03, the Company shall appoint a successor Depository eligible under Section 2.03 with respect to such Debt Securities. If a successor Depository eligible under Section 2.03 for such Debt Securities is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company’s election pursuant to Section 2.02 that such Debt Securities be represented by one or more Global Debt Securities shall no longer be effective and the Company will execute, and the Trustee, upon receipt of an Officer’s Certificate for the authentication and delivery of definitive Debt Securities of such series, will authenticate and deliver Debt Securities of such series in definitive registered form, in any authorized denominations, in an aggregate principal amount equal to the aggregate principal amount of the Global Security or Debt Securities representing such Debt Securities in exchange for such Global Security or Debt Securities.

          The Company may at any time and in its sole discretion (but subject to the procedures of the Depository) determine that Debt Securities issued in the form of one or more Global Debt Securities shall no longer be represented by a Global Security or Debt Securities. In such event the Company will execute and the Trustee, upon receipt of an Officer’s Certificate for the authentication and delivery of definitive Debt Securities, will authenticate and deliver Debt Securities of the same series in definitive registered form, in any authorized denominations, in an aggregate principal amount equal to the aggregate principal amount of the Global Debt Security or Debt Securities in exchange for such Global Debt Security or Debt Securities.

          Upon the exchange of a Global Debt Security for Debt Securities in definitive registered form, in authorized denominations, in an aggregate principal amount equal to the principal amount of such Global Debt Security, such Global Debt Security shall be canceled by the Trustee or an agent of the Company or the Trustee. Debt Securities in definitive registered form issued in exchange for a Global Debt Security pursuant to this Section 2.06 shall be registered in such names and in such authorized denominations as the Depository for such Global Debt Security, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee or an agent of the Company or the Trustee. The Trustee or such agent shall

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deliver such Debt Securities to or as directed by the Persons in whose names such Debt Securities are so registered.

          Section 2.07. Mutilated, Destroyed, Lost or Stolen Debt Securities. In case any temporary or definitive Debt Security shall become mutilated or be destroyed, lost or stolen, the Company in the case of a mutilated Debt Security shall, and in the case of a lost, stolen, or destroyed Debt Security may in its discretion, execute and, upon the written request or authorization of any officer of the Company, the Trustee shall authenticate and deliver a new Debt Security of the same series, as the case may be, bearing a number not contemporaneously Outstanding, in exchange and substitution for the mutilated Debt Security. In every case the applicant for a substituted Debt Security shall furnish to the Company and to the Trustee such security or indemnity as may be required by them to save each of them harmless, and, in every case of destruction, loss or theft, the applicant shall also furnish to the Company and to the Trustee evidence to their satisfaction of the destruction, loss or theft of such Debt Security and of the ownership thereof.

          Upon the issuance of any substituted Debt Security, the Company may require the payment of a sum sufficient to cover any Tax or other governmental charge that may be imposed in relation thereto and any other expenses connected therewith. In case any Debt Security which has matured or is about to mature shall become mutilated or be destroyed, lost or stolen, the Company may, instead of issuing a substituted Debt Security, pay or authorize the payment of the same (without surrender thereof except in the case of a mutilated Debt Security) if the applicant for such payment shall furnish to the Company and to the Trustee such security or indemnity as may be required by them to save each of them harmless and, in case of destruction, loss or theft, evidence satisfactory to the Company and the Trustee of the destruction, loss or theft of such Debt Security and the ownership thereof.

          Every substituted Debt Security issued pursuant to the provisions of this Section 2.07 by virtue of the fact that any Debt Security is destroyed, lost or stolen shall constitute an additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Debt Security shall be found at any time, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Debt Securities of the same series duly issued hereunder. All Debt Securities shall be held and owned upon the express condition that the foregoing provisions are exclusive with respect to the replacement or payment of mutilated, destroyed, lost or stolen Debt Securities and shall preclude (to the extent lawful) any and all other rights or remedies with respect to the replacement or payment of negotiable instruments or other securities without their surrender.

          Section 2.08. Temporary Debt Securities. Pending the preparation of definitive Debt Securities of any series, the Company may execute and the Trustee shall authenticate and deliver temporary Debt Securities (printed, lithographed or typewritten). Temporary Debt Securities shall be issuable in any authorized denomination and substantially in the form of the definitive Debt Securities in lieu of which they are issued, but with such omissions, insertions and variations as may be appropriate for temporary Debt Securities, all as may be determined by the Company. Every such temporary Debt Security shall be authenticated by the Trustee upon the same conditions and in substantially the same manner, and with the same effect, as the definitive Debt Securities in lieu of which they are issued. Without unreasonable delay, the Company will

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execute and deliver to the Trustee definitive Debt Securities of such series and thereupon any or all temporary Debt Securities of such series may be surrendered in exchange therefor, at the option of the holders thereof, either at the office or agency to be designated and maintained by the Company for such purpose in the Borough of Manhattan, The City of New York in accordance with the provisions of Section 4.02 or at any of such other offices or agencies as may be designated and maintained by the Company for such purpose in accordance with the provisions of Section 4.02, and the Trustee shall authenticate and deliver in exchange for such temporary Debt Securities an equal aggregate principal amount of definitive Debt Securities of the same series. Such exchange shall be made by the Company at its own expense and without any charge therefor. Until so exchanged, the temporary Debt Securities shall in all respects be entitled to the same benefits under this Indenture as definitive Debt Securities authenticated and delivered hereunder.

          Section 2.09. Cancellation of Debt Securities Paid, etc. All Debt Securities surrendered for the purpose of payment, redemption, repayment, exchange or registration of transfer, if surrendered to the Company, any registrar, any paying agent or any other agent of the Company or of the Trustee, be delivered to the Trustee and promptly canceled by it, or, if surrendered to the Trustee, shall be promptly canceled by it, and no Debt Securities shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Indenture. The Trustee may dispose of canceled Debt Securities in accordance with its customary procedures and deliver a certificate of such disposition to the Company or, at the written request of the Company, shall deliver canceled Debt Securities to the Company. If the Company shall acquire any of the Debt Securities, however, such acquisition shall not operate as a redemption or satisfaction of the indebtedness represented by such Debt Securities unless and until the same are delivered to the Trustee for cancellation.

          Section 2.10. Computation of Interest. Interest on the 2015 Notes and the 2019 Notes shall be computed on the basis of a 360-day year of twelve 30-day months.

          The amount of interest for each day that the Floating Rate Notes are Outstanding (the “Daily Interest Amount”) shall be calculated by dividing the interest rate (expressed as a percentage per annum) in effect during the applicable Interest Period or Initial Interest Period (each as defined in Exhibit C hereto), as applicable, by 360 and multiplying the result by the outstanding principal amount of the Floating Rate Notes. The amount of interest to be paid on the Floating Rate Notes for any applicable period shall be calculated by adding the Daily Interest Amounts for each day in such period.

ARTICLE THREE

REDEMPTION OF DEBT SECURITIES

          Section 3.01. Applicability of Article. The provisions of this Article Three shall be applicable, as the case may be, (i) to any Debt Securities which are redeemable before their Stated Maturity or (ii) to any Debt Securities which are redeemable pursuant to a Collateral Redemption Event.

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          Section 3.02. Notice of Optional Redemption; Selection of Debt Securities. In case the Company shall desire to exercise pursuant to Section 3.03 any right to redeem all, or, as the case may be, any part of, the Debt Securities of any series in accordance with their terms, it shall fix a date for redemption. Notice of redemption to the Holders of Debt Securities of any series to be redeemed in whole or in part at the option of the Company shall be given by mailing notice of such redemption by first class mail, postage prepaid (or otherwise in accordance with the applicable procedures of the Depository), at least 30 days and not more than 60 days prior to the date fixed for redemption to the Trustee and to such Holders at their last addresses as they shall appear upon the registry books of the Company. Notices of redemption to be sent to the Holders of Debt Securities shall be sent only to the Holders of the series of Debt Securities to be redeemed.

          Each such notice of redemption shall specify the date fixed for redemption, the redemption price at which the Debt Securities of such series are to be redeemed or if not then ascertainable, the manner of calculation thereof, the expected amount of unpaid accrued interest to but not including the date of redemption, the place or places of payment, that payment will be made upon presentation and surrender of such Debt Securities, that any unpaid interest accrued to but not including the date fixed for redemption will be paid as specified in said notice, and that on and after said date any interest thereon or on the portions thereof to be redeemed will cease to accrue. If less than all the Debt Securities of a series are to be redeemed, the notice of redemption shall specify the number or numbers of the Debt Securities to be redeemed. In case any Debt Security is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that on and after the date fixed for redemption, upon surrender of such Debt Security, a new Debt Security or Debt Securities of the same series in principal amount equal to the unredeemed portion thereof will be issued. In case of any redemption at the election of the Company, the Company shall, at least 45 days prior to the Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of the redemption date and of the principal amount and series of Debt Securities to be redeemed. The Company shall notify the Trustee of the Make-Whole Redemption Amount applicable to such series being redeemed and the expected amount of unpaid accrued interest to but not including the date of redemption promptly after the calculation thereof and the Trustee shall have no responsibility for such calculation.

          Prior to the redemption date specified in the notice of redemption given as provided in this Section 3.02, the Company will deposit with the Trustee or with one or more paying agents (or if the Company is acting as its own paying agent, shall segregate and hold in trust as provided in Section 4.05) an amount of money sufficient to redeem on the redemption date all the Debt Securities or portions thereof so called for redemption, together with unpaid accrued interest to, but not including, the date fixed for redemption. If less than all the Debt Securities of a series are to be redeemed, the Company will give the Trustee notice not less than 60 days prior to the redemption date as to the aggregate principal amount of Debt Securities of such series to be redeemed, and the Trustee shall select or cause to be selected, in such manner as in its sole discretion it shall deem appropriate and fair, the Debt Securities or portions thereof to be redeemed. Debt Securities of a series may be redeemed in part only in multiples of the smallest authorized denomination of that series.

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          Section 3.03. Payment of Debt Securities Called for Optional Redemption. If notice of redemption has been given as provided in Section 3.02, the Debt Securities or portions of Debt Securities of the series with respect to which such notice has been given shall become due and payable on the date and at the place or places stated in such notice at a redemption price equal to the Make-Whole Redemption Amount together with unpaid accrued interest to, but not including, the date fixed for redemption. On presentation and surrender of such Debt Securities at a place of payment in said notice specified the said Debt Securities or the specified portions thereof shall be paid and redeemed by the Company at the applicable redemption price, together with any accrued and unpaid interest thereon to, but not including, the date fixed for redemption; provided, however, that payment of interest becoming due on or prior to the date fixed for redemption shall be payable to the Holders of such Debt Securities registered as such on the relevant record date subject to the terms and provisions of Sections 2.02 and 2.04.

          Upon presentation of any Debt Security redeemed in part only, the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Debt Security or Debt Securities of the same series, of authorized denominations in aggregate principal amount equal to the unredeemed portion of the Debt Security so presented.

          Section 3.04. Notice of Mandatory Redemption for Collateral Redemption Event. Following the occurrence of a Collateral Redemption Event, the Debt Securities shall be subject to mandatory redemption in whole but not in part no later than 30 days following such Collateral Redemption Event. Notice of such mandatory redemption shall be mailed (or otherwise delivered in accordance with the applicable procedures of the Depository) not more than five days following such Collateral Redemption Event to each Holder at its last address as it shall appear in the registry books of the Company and to the Trustee.

          Each such notice of redemption shall specify the date fixed for mandatory redemption, the redemption price at which the Debt Securities of each series are to be redeemed, which shall be the Collateral Redemption Event Amount applicable to such series, together with unpaid accrued interest to, but not including, the date fixed for redemption, the place or places of payment, that payment will be made upon presentation and surrender of such Debt Securities, that any interest accrued to the date fixed for redemption will be paid as specified in said notice, and that on and after said date any interest thereon or on the portions thereof to be redeemed will cease to accrue. Each such notice of redemption need not set forth the actual Collateral Redemption Event Amount but only the manner of calculation thereof. The Company shall notify the Trustee of the Collateral Redemption Event Amount applicable to such series being redeemed and the expected amount of unpaid accrued interest to but not including the date of redemption promptly after the calculation thereof and the Trustee shall have no responsibility for such calculation.

          Prior to the redemption date specified in the mandatory notice of redemption given as provided in this Section 3.04, the Company will deposit with the Trustee or with one or more paying agents (or if the Company is acting as its own paying agent, shall segregate and hold in trust as provided in Section 4.05) an amount of money sufficient to redeem on the mandatory redemption date all the Outstanding Debt Securities, together with unpaid accrued interest to, but not including, the date fixed for redemption.

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          Section 3.05. Payment in Connection with Mandatory Redemption Upon a Collateral Redemption Event. If notice of redemption has been given as provided in Section 3.04, the Debt Securities shall become due and payable on the date and at the place or places stated in such notice at the Collateral Redemption Event Amount, together with unpaid accrued interest to, but not including, the date fixed for redemption. On presentation and surrender of such Debt Securities at a place of payment in said notice specified the said Debt Securities shall be paid and redeemed by the Company at the applicable redemption price, together with any accrued and unpaid interest thereon to, but not including, the date fixed for mandatory redemption; provided, however, that payment of interest becoming due on or prior to the date fixed for redemption shall be payable to the Holders of such Debt Securities registered as such on the relevant record date subject to the terms and provisions of Sections 2.02 and 2.04.

          Section 3.06. Knowledge of Trustee. The Trustee shall not be deemed to have notice or knowledge of any event which with the giving of notice or the passage of time would constitute a Collateral Redemption Event or whether the Debt Securities are required to be redeemed as a result thereof, unless the Trustee has received written notice thereof from the Company, a Grantor or the Holders of at least 25% in principal amount of the Debt Securities then Outstanding.

ARTICLE FOUR

PARTICULAR COVENANTS OF THE COMPANY

          Section 4.01. Payment of Principal, Premium and Interest. The Company covenants and agrees for the benefit of all Holders of Debt Securities issued hereunder that it will duly and punctually pay or cause to be paid the principal of, premium, if any, and interest, on all such Debt Securities, with interest on overdue installments of interest (to the extent that payment of such interest is enforceable under applicable law) and on overdue principal, in each case at the rate then borne by the Debt Securities of the applicable series at the places, at the respective times and in the manner provided in such Debt Securities and in this Indenture.

          Section 4.02. Offices for Notices and Payments, etc. As long as any Debt Securities remain Outstanding hereunder, the Company will designate and maintain in the Borough of Manhattan, The City of New York an office or agency where such Debt Securities may be presented for payment, and where such Debt Securities may be presented for registration of transfer and for exchange as provided in this Indenture.

          Interest on Debt Securities may at the option of the Company be paid by check mailed to the Persons entitled thereto at their respective addresses as such appear on the registry books of the Company, or, at the option of any Holder of $5,000,000 or more aggregate principal amount of Debt Securities of any series and subject to applicable laws and regulations, be made by transfer to an account denominated in U.S. dollars, maintained by such Holder, if appropriate wire transfer instructions have been received by the Company or its agent not less than ten days prior to the applicable interest payment date.

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          The Company will maintain in the Borough of Manhattan, The City of New York an office or agency where notices and demands to or upon the Company in respect of any Debt Securities issued hereunder or this Indenture may be served.

          The Company may from time to time designate one or more additional offices or agencies where Debt Securities may be presented for payment, where Debt Securities may be presented for exchange as provided in this Indenture and where Debt Securities may be presented for registration of transfer as in this Indenture provided, and the Company may from time to time rescind any such designation, as the Company may deem desirable or expedient; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain the agencies provided for in this Section 4.02. The Company will give to the Trustee prompt written notice of any such designation or rescission thereof.

          The Company will give to the Trustee written notice of the location of each such office or agency and of any change of location thereof. In case the Company shall fail to maintain any such office or agency in the Borough of Manhattan, The City of New York or shall fail to give such notice of the location or of any change in the location thereof, presentations and demands may be made and notices may be served at the principal office of the Trustee.

          The Company hereby designates the office of The Bank of New York Mellon at 101 Barclay Street, New York, New York 10286 as the agency of the Company where Debt Securities may be presented for payment, for registration of transfer and for exchange as in this Indenture provided and where notices and demands to or upon the Company in respect of the Debt Securities or of this Indenture may be served and as registrar for the Debt Securities.

          Section 4.03. Appointments to Fill Vacancies in Trustee’s Office. The Company, whenever necessary to avoid or fill a vacancy in the office of Trustee, will appoint, in the manner provided in Section 7.10, a successor Trustee, so that there shall at all times be a Trustee with respect to all Debt Securities issued hereunder.

          Section 4.04. Provision as to Paying Agent. (a) If the Company shall appoint a paying agent other than the Trustee with respect to the Debt Securities of any series, it will cause such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section 4.04,

                              (i) that it will hold all sums held by it as such agent for the payment of the principal of, premium, if any, or interest, if any, on such Debt Securities (whether such sums have been paid to it by the Company or by any other obligor on such Debt Securities) in trust for the benefit of the Holders of such Debt Securities;

                              (ii) that it will give the Trustee notice of any failure by the Company (or by any other obligor on such Debt Securities) to make any payment of the principal of, premium, if any, or interest, if any, on such Debt Securities when the same shall be due and payable; and

                              (iii) that at any time during the continuance of any failure by the Company (or by any other obligor on such Debt Securities) specified in the preceding

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paragraph (ii), such paying agent will, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by it.

                    (b) If the Company shall act as its own paying agent with respect to the Debt Securities of any series, it will, on or before each due date of the principal of, premium, if any, or interest, if any, on such Debt Securities, set aside, segregate and hold in trust for the benefit of the Holders of such Debt Securities, a sum sufficient to pay such principal, premium, if any, or interest, if any, so becoming due and will promptly notify the Trustee of any failure to take such action and of any failure by the Company (or by any other obligor on such Debt Securities) to make any payment of the principal of, premium, if any, or interest, if any, on such Debt Securities when the same shall become due and payable.

                    (c) Anything in this Section 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust by it, or any paying agent hereunder, as required by this Section 4.04, such sums to be held by the Trustee upon the trusts herein contained.

                    (d) Anything in this Section 4.04 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 4.04 is subject to Sections 12.03 and 12.04.

                    (e) Whenever the Company shall have one or more paying agents with respect to the Debt Securities of any series, it will, prior to each due date of the principal of, premium, if any, or interest, if any, on the Debt Securities of such series, deposit with a designated paying agent a sum sufficient to pay the principal, premium, if any, and interest, if any, so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium, if any, or interest, if any, and (unless such paying agent is the Trustee) the Company will promptly notify the Trustee of any failure so to act.

          Section 4.05. Statement as to Compliance; Opinion as to Maintenance of Lien. The Company will furnish to the Trustee on or before June 1 in each year (beginning with the first June 1 which is not less than 60 days following the first date of issuance of any series of Debt Securities under this Indenture) (a) a certificate (which need not comply with Section 16.05) from the principal executive, financial or accounting officer or the Senior Vice President Corporate Treasury and Global Funding Operation of the Company stating that in the course of the performance by the signer of his duties as an officer of the Company he would normally have knowledge of any default or non-compliance by the Company in the performance of any covenants or conditions contained in this Indenture, stating whether or not he has knowledge of any such default or non-compliance and, if so, specifying each such default or non-compliance of which the signer has knowledge and the nature thereof, and (b) the Opinion of Counsel required by Section 314(b)(2) of the Trust Indenture Act.

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ARTICLE FIVE

HOLDER LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE

          Section 5.01. Holder Lists. If and so long as the Trustee shall not be the registrar for any series of Debt Securities, the Company will furnish or cause to be furnished to the Trustee with respect to each series of Debt Securities issued hereunder a list in such form as the Trustee may reasonably require of the names and addresses of the Holders of Debt Securities of such series pursuant to Section 312 of the Trust Indenture Act (a) semiannually not more than 15 days after each record date for the payment of interest in respect of the Debt Securities of such series, as of such record date and (b) at such other times as the Trustee may request in writing, within 30 days after receipt by the Company of any such request, as of a date not more than 15 days prior to the time such information is furnished.

          Section 5.02. Reports by the Company. The Company shall file with the Trustee within 15 days after the Company files the same with the Securities and Exchange Commission (the “SEC”), copies of the annual reports and of the information, documents and other reports that the Company is required to file with the SEC pursuant to Section 13 or Section 15(d) of the Exchange Act or pursuant to Section 314 of the Trust Indenture Act. The Company will be deemed to have complied with the previous sentence to the extent such annual reports, information, documents and reports are filed with the SEC via EDGAR or any successor electronic delivery procedure. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).

          Section 5.03. Reports by the Trustee. Any Trustee’s report required under Section 313(a) of the Trust Indenture Act shall be transmitted on or before May 15 in each year beginning May 15, 2013, as provided in Section 313(c) of the Trust Indenture Act, so long as any Debt Securities are Outstanding hereunder, and shall be dated as of a date convenient to the Trustee no more than 60 days prior thereto.

ARTICLE SIX

REMEDIES OF THE TRUSTEE AND HOLDERS ON EVENT OF DEFAULT

          Section 6.01. Events of Default. The term “Event of Default” whenever used herein means any one of the following events, continued for the period of time, if any, and after the giving of notice, if any, designated below:

                    (a) default in the payment of the principal, or premium, if any, upon Debt Securities of any series including the failure to mandatorily redeem such Debt Securities to the extent required by, and in accordance with the terms set forth under Sections 3.04 and 3.05 hereto; or

                    (b) default for 30 days in the payment of interest upon any Debt Security; or

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                    (c) default for 60 days after written notice to the Company from the Trustee or from the Holders of at least 25% in principal amount of all of the Outstanding Debt Securities (with a copy to the Trustee) in the performance of any other covenant or agreement by the Company under this Indenture (other than Article Fifteen or other covenants or agreements in this Indenture relating to the Collateral or in respect of the Security Documents);

                    (d) an event of default, as defined, with respect to any indebtedness for borrowed money of the Company, as a result of which such indebtedness for borrowed money of the Company shall have been accelerated and such acceleration shall not have been rescinded or annulled within 10 days after written notice thereof (provided however, that the resulting Event of Default with respect to such other indebtedness for borrowed money may be remedied, cured or waived by the remedying, curing or waiving of such other default under such other indebtedness for borrowed money) (a “Cross Acceleration”) and, in each case, where the principal amount of any such indebtedness for borrowed money, together with the principal amount of any other such indebtedness for borrowed money under which there has been a Cross Acceleration, aggregates to more than the greater of $100.0 million and 10% of all such indebtedness for borrowed money of the Company and its consolidated subsidiaries then outstanding;

                    (e) a decree or order by a court having jurisdiction in the premises shall have been entered adjudging the Company a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization of the Company under the Federal Bankruptcy Code or any other similar applicable Federal or State law, and such decree and order shall have continued undischarged and unstayed for a period of 60 days; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver or liquidator or trustee or assignee (or other similar official) in bankruptcy or insolvency of the Company or of all or substantially all of its property, or for the winding up or liquidation of its affairs, shall have been entered, and such decree or order shall have continued undischarged and unstayed for a period of 60 days; or

                    (f) the Company shall institute proceedings to be adjudicated a voluntary bankrupt, or shall consent to the filing of a bankruptcy proceeding against it, or shall file a petition or answer or consent seeking reorganization under the Federal Bankruptcy Code or any other similar applicable Federal or State law, or shall consent to the filing of any such petition, or shall consent to the appointment of a receiver or liquidator or trustee or assignee (or other similar official) in bankruptcy or insolvency of it or of all or substantially all of its property, or shall make an assignment for the benefit of creditors, or shall admit in writing its inability to pay its debts generally as they become due.

          If an Event of Default occurs and is continuing, then and in each and every case, unless the principal of all of the Debt Securities shall have already become due and payable, either the Trustee or the Holders of not less than twenty-five percent in aggregate principal amount of the Outstanding Debt Securities hereunder, by notice in writing to the Company (and to the Trustee if given by Holders of such Outstanding Debt Securities), may declare the principal amount and premium, if any, of all Debt Securities to be due and payable immediately, and upon any such declaration the same shall become and shall be immediately due and payable, anything in this Indenture or in such Debt Securities contained to the contrary notwithstanding. This provision, however, is subject to the condition that if, at any time after the principal amount of the Debt

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Securities shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys due shall have been obtained or entered as hereinafter provided, the Company shall pay or shall deposit with the Trustee a sum sufficient to pay all matured installments of interest, if any, upon all such Debt Securities and the principal of, and premium, if any, on any and all such Debt Securities which shall have become due otherwise than by acceleration (with interest on overdue installments of interest (to the extent that payment of such interest is enforceable under applicable law) and on such principal at the rate then borne by the Debt Securities of the applicable series, to the date of such payment or deposit) and all amounts payable to the Trustee pursuant to the provisions of Section 7.06, and any and all defaults under this Indenture with respect to the Debt Securities, other than the nonpayment of principal of and accrued interest on such Debt Securities which shall have become due solely by acceleration, shall have been remedied or cured or waived or provision shall have been made therefor to the satisfaction of the Trustee then and in every such case the Holders of a majority in aggregate principal amount of the Outstanding Debt Securities, by written notice to the Company and to the Trustee, may waive all defaults with respect to the Debt Securities and rescind and annul such declaration and its consequences; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent default or shall impair any right consequent thereon.

          In case the Trustee shall have proceeded to enforce any right under this Indenture and such proceedings shall have been discontinued or abandoned because of such rescission or annulment or for any other reason or shall have been determined adversely to the Trustee, then and in every such case the Company and the Trustee shall be restored respectively to their several positions and rights hereunder, and all rights, remedies and powers of the Company and the Trustee shall continue as though no such proceedings had been taken.

          Section 6.02. Payment of Debt Securities on Default; Suit Therefor. The Company covenants that (a) in case default shall be made in the payment of any installment of interest upon the Debt Securities of a series as and when the same shall become due and payable, and such default shall have continued for a period of 30 days, or (b) in case default shall be made in the payment of the principal, or premium, if any, upon a series of Debt Securities as and when the same shall become due and payable including the failure to mandatorily redeem such Debt Securities to the extent required by, and in accordance with the terms set forth under Sections 3.04 and 3.05 hereto, whether at the Stated Maturity of such Debt Security or upon redemption or by declaration or otherwise; then, upon demand of the Trustee, the Company shall pay to the Trustee, for the benefit of the Holders of the Debt Securities with respect to which such default shall have occurred, the whole amount that then shall have become due and payable on any such Debt Securities for principal, premium, if any, and interest (including interest on overdue interest and principal, if any) and, in addition thereto, such further amount as shall be sufficient to cover costs and expenses of collection, and any further amounts payable to the Trustee pursuant to the provisions of Section 7.06.

          In case the Company shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any actions or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceeding to judgment or final decree, and may enforce any such judgment or final decree against the Company or any other obligor upon such Debt Securities and collect in the manner provided by law out of the property of the Company or

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any other obligor on such Debt Securities wherever situated the moneys adjudged or decreed to be payable and may direct the Security Trustee with respect to the exercise of remedies following an Enforcement Event.

          In case there shall be pending proceedings for the bankruptcy or for the reorganization of the Company or any other obligor on the Debt Securities of any series under the Federal Bankruptcy Code or any other similar applicable Federal or State law, or in case a receiver or trustee (or other similar official) shall have been appointed for the property of the Company or such other obligor, or in the case of any other similar judicial proceedings relative to the Company or other obligor on any Debt Securities, or to the creditors or property of the Company or such other obligor, the Trustee, irrespective of whether the principal of any Debt Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 6.02, shall be entitled and empowered, by intervention in such proceedings or otherwise, to file and prove a claim or claims for the whole amount of principal, premium, if any, and interest, if any, owing and unpaid in respect of any Debt Securities and, in the case of any judicial proceedings, to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee and of the Holders allowed in such judicial proceedings relative to the Company or any other obligor on any Debt Securities, its or their creditors, or its or their property, and to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute the same after the deduction of costs and expenses of collection, and any further amounts payable to the Trustee pursuant to the provisions of Section 7.06 and incurred by it up to the date of such distribution; and any receiver, assignee or trustee (or other similar official) in bankruptcy or reorganization is hereby authorized by each of the Holders to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee costs and expenses of collection and any further amounts payable to the Trustee pursuant to the provisions of Section 7.06 and incurred by it up to the date of such distribution.

          Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting any of the Debt Securities or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

          All rights of action and of asserting claims under this Indenture, or under any Debt Securities, may be enforced by the Trustee without the possession of such Debt Securities or the production thereof in any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall be for the ratable benefit of the holders of the Debt Securities in respect of which such action was taken. In any proceedings brought by the Trustee (and also any proceedings in which a declaratory judgment of a court may be sought as to the interpretation or construction of any provision of this Indenture, to which the Trustee shall be a party), the Trustee shall be held to represent all the holders of the Debt Securities to which such proceedings relate, and it shall not be necessary to make any holders of such Debt Securities parties to any such proceedings.

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          Section 6.03. Application of Moneys Collected by Trustee. Any moneys collected by the Trustee pursuant to this Article Six shall be applied in the order following, at the date or dates fixed by the Trustee for the distribution of such moneys, upon presentation of the several Debt Securities in respect of which moneys have been collected, and the notation thereon of the payment if only partially paid, and upon surrender thereof if fully paid:

          FIRST: To the payment of all amounts due the Trustee under Section 7.06;

          SECOND: To the payment of the amounts then due and unpaid for principal of and any premium and interest on the Debt Securities in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such Debt Securities for principal and any premium and interest, respectively; and

          THIRD: To the payment of the balance, if any, to the Company or any other Person or Persons legally entitled thereto.

          Section 6.04. Proceedings by Holders. No Holder of any Debt Security shall have any right by virtue of or by availing of any provision of this Indenture to institute any suit, action or proceeding to the extent lawful in equity or at law upon or under or with respect to this Indenture or for the appointment of a receiver or trustee (or other similar official), or for any other remedy hereunder, unless such Holder previously shall have given to the Trustee written notice of default with respect to the Debt Securities and of the continuance thereof, as hereinbefore provided, and unless also the Holders of not less than twenty-five percent in aggregate principal amount of the Outstanding Debt Securities shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding, it being understood and intended, and being expressly covenanted by the taker and Holder of every Debt Security with every other taker and Holder and the Trustee, that no one or more Holders of Debt Securities of such series shall have any right in any manner whatever by virtue of or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of any other Holder of Debt Securities of such series, or to obtain or seek to obtain priority over or preference to any other such Holder or to enforce any right under this Indenture, except in the matter herein provided and for the equal, ratable and common benefit of all Holders of Debt Securities of such series.

          Notwithstanding any other provisions in this Indenture, however, the right of any Holder of any Debt Security to receive payment of the principal of, premium, if any, and interest, if any, on such Debt Security, on or after the respective due dates expressed in such Debt Security, or upon redemption, by declaration, repayment or otherwise, or to institute suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder, and no provision of the Debt Securities of any series or of this Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of, premium, if any, and interest, if any, on such Debt

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Securities at the respective places, at the respective times, at the respective rates and in the coin or currency, therein and herein prescribed.

          Section 6.05. Proceedings by Trustee. In case of an Event of Default hereunder, the Trustee may in its discretion proceed to protect and enforce the rights vested in it by this Indenture by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any of such rights, either by suit in equity or by action at law or by proceeding in bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement contained in this Indenture or in aid of the exercise of any power granted in this Indenture, or to enforce any other legal or equitable right vested in the Trustee by this Indenture or by law and to direct the Security Trustee with respect to the exercise of remedies following an Enforcement Event.

          Unless directed by the Holders of a majority in aggregate principal amount of the Outstanding Debt Securities in accordance with and subject to the conditions set forth in Section 6.07, the Trustee shall have no right or obligation under this Indenture or otherwise to exercise any remedies on behalf of the Holders of the Debt Securities in connection with any default by any Grantor in the performance of any covenant or agreement contained in any Security Document or any default by the Company under this Indenture or any Security Document that, with the giving of notice, passage of time or both, could not become an Event of Default. In connection with any such exercise of remedies, the Trustee shall be entitled to the same immunities and protections and remedial rights (other than acceleration) as if such default were an Event of Default, including, without limitation, immunities and protections under Section 7.01(c).

          Section 6.06. Remedies Cumulative and Continuing. All powers and remedies given by this Article Six to the Trustee or to the Holders of the Debt Securities of any series shall, to the extent permitted by law, be deemed cumulative and not exclusive of any thereof or of any other powers and remedies available to the Trustee or the Holders of such Debt Securities, by judicial proceedings or otherwise, to enforce the performance or observance of the covenants and agreements contained in this Indenture, and no delay or omission of the Trustee or of any Holder of any such Debt Securities to exercise any right or power accruing upon any default occurring and continuing as aforesaid shall impair any such right or power, or shall be construed to be a waiver of any such default or an acquiescence therein; and, subject to the provisions of Section 6.04, every power and remedy given by this Article Six or by law to the Trustee or to the Holders of the Debt Securities may be exercised from time to time, and as often as shall be deemed expedient, by the Trustee or by the holders of such Debt Securities.

          Section 6.07. Direction of Proceedings and Waiver of Defaults by Holders. The holders of a majority in aggregate principal amount of the Debt Securities at the time Outstanding shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Debt Securities; provided, however, that (subject to the provisions of Section 7.01) the Trustee shall have the right to decline to follow any such direction if the Trustee, being advised by counsel, determines that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith by its board of directors or trustees, executive committee, or a trust committee of directors or trustees and/or Responsible

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Officers shall determine that the action or proceeding so directed would involve the Trustee in personal liability. Prior to any declaration accelerating the Maturity of the Debt Securities, the holders of a majority in aggregate principal amount of the Debt Securities at the time Outstanding may on behalf of the Holders of all such Debt Securities waive any past default or Event of Default with respect to the Debt Securities and its consequences except a default in the payment of interest, if any, on, or the principal or premium, if any, upon any Debt Security including the failure to mandatorily redeem such Debt Securities to the extent required by, and in accordance with the terms set forth under Sections 3.04 and 3.05 hereto, or in respect of a covenant or provision hereof which under Section 10.02 cannot be modified or amended without the consent of the Holder of each Debt Security affected. Upon any such waiver the Company, the Trustee and the Holders of such Debt Securities shall be restored to their former position and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Whenever any default or Event of Default hereunder shall have been waived as permitted by this Section 6.07, said default or Event of Default shall for all purposes of the Debt Securities and this Indenture be deemed to have been cured and to be not continuing.

          Section 6.08. Notice of Defaults. The Trustee shall, within 90 days after the occurrence of a default with respect to the Debt Securities, give notice of all defaults known to a Responsible Officer of the Trustee to all Holders of Debt Securities in the manner and to the extent provided in Section 313(c) of the Trust Indenture Act, unless such defaults shall have been cured before the giving of such notice (the term “defaults” for the purpose of this Section 6.08 being hereby defined to be the events specified in Section 6.01, not including the periods of grace, if any, provided for therein and irrespective of the giving of the notices specified in clauses (c) and (d) of Section 6.01); provided, however, that except in the case of default in the payment of the principal of, premium, if any, or interest, if any, on any of the Debt Securities of such series, the Trustee shall be protected in withholding such notice if and so long as the board of directors, the executive committee, or a trust committee of directors and/or Responsible Officers of the Trustee in good faith determines that the withholding of such notice is in the interest of the holders of such Debt Securities.

          Section 6.09. Undertaking to Pay Costs. All parties to this Indenture agree, and each Holder of any Debt Security by his acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken, omitted or suffered by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section 6.09 shall not apply to any suit instituted by the Trustee, to any suit instituted by any Holder of Debt Securities or group of such holders, holding in the aggregate more than twenty-five percent in principal amount of the Outstanding Debt Securities or to any suit instituted by any Holder for the enforcement of the payment of the principal of, premium, if any, or interest, if any, on any Debt Security on or after the due date expressed in such Debt Security, on or after the date fixed for redemption or repayment or after such Debt Security shall have become due by declaration.

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ARTICLE SEVEN

CONCERNING THE TRUSTEE

          Section 7.01. Duties and Responsibilities of Trustee. The Trustee, prior to the occurrence of any Event of Default and after the curing or waiving of all Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. In case an Event of Default has occurred (which has not been cured or waived), the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. The Trustee is hereby authorized and directed to execute and deliver each Indenture Document, including each Security Document (and documents ancillary thereto) to which it is a party.

          No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that

                    (a) prior to the occurrence of an Event of Default and after the curing or waiving of all Events of Default which may have occurred:

                              (i) the duties and obligations of the Trustee with respect to the Debt Securities shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

                              (ii) in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture;

                    (b) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or Officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and

                    (c) the Trustee shall not be liable with respect to any action taken, omitted or suffered to be taken by it in good faith in accordance with the direction of the Holders of Debt Securities pursuant to Section 6.07 relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to such Debt Securities.

          None of the provisions of this Indenture shall be construed as requiring the Trustee to expend or risk its own funds or otherwise to incur any personal financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if

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there shall be reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

          The provisions of this Section 7.01 are in furtherance of and subject to Section 315 of the Trust Indenture Act.

          Section 7.02. Reliance on Documents, Opinions, etc. In furtherance of and subject to the Trust Indenture Act, and subject to the provisions of Section 7.01:

                    (a) the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;

                    (b) any request, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by an instrument signed in the name of the Company by an Officer (unless other evidence in respect thereof be herein specifically prescribed); and any resolution of the Board of Directors of the Company may be evidenced to the Trustee by a copy thereof certified by the Secretary, an Assistant Secretary or an Attesting Secretary of the Company;

                    (c) the Trustee may consult with counsel and any advice or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, omitted or suffered to be taken by it hereunder in good faith and in accordance with such advice or Opinion of Counsel;

                    (d) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of the Holders, pursuant to the provisions of this Indenture, unless such Holders shall have offered reasonable security and indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred therein or thereby;

                    (e) the Trustee shall not be liable for any action taken, omitted or suffered by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture;

                    (f) the Trustee shall not be bound to make any inquiry or investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note or other paper or document unless requested in writing so to do by the holders of a majority in aggregate principal amount of the Outstanding Debt Securities; provided, however, that if the payment within a reasonable time to the Trustee of the costs and expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security conferred upon it by the terms of this Indenture, the Trustee may require reasonable indemnity against such costs, expenses or liabilities as a condition to so proceeding; and the reasonable expenses of such investigation shall be paid by the Company or, if paid by the Trustee, shall be repaid by the Company upon demand;

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                    (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys, and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder; and

                    (h) the Trustee shall not be deemed to have notice of any default hereunder or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default or Event of Default is received by the Trustee at the Principal Office of the Trustee, and such notice references the Debt Securities and this Indenture.

          Section 7.03. No Responsibility for Recitals, etc. The recitals contained herein and in the Debt Securities shall be taken as the statements of the Company (except in the Trustee’s certificates of authentication), and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Debt Securities, provided that the Trustee shall not be relieved of its duty to authenticate Debt Securities only as authorized by this Indenture. The Trustee shall not be accountable for the use or application by the Company of any of the Debt Securities or of the proceeds thereof.

          Section 7.04. Ownership of Debt Securities. The Trustee and any agent of the Company or of the Trustee, in its individual or any other capacity, may become the owner or pledgee of Debt Securities with the same rights it would have if it were not Trustee or such agent.

          Section 7.05. Moneys to be Held in Trust. Subject to the provisions of Sections 4.04, 12.03, 12.04 and 16.12, all moneys received by the Trustee or any paying agent shall, until used or applied as herein provided, be held in trust for the purposes for which they were received, but need not be segregated from other funds except to the extent required by law. Neither the Trustee nor any paying agent shall be under any liability for interest on any moneys received by it hereunder except such as it may agree in writing with the Company to pay thereon. So long as no Event of Default shall have occurred and be continuing, all interest allowed on any such moneys shall be paid from time to time upon the written order of the Company, signed by an Officer.

          Section 7.06. Compensation and Expenses of Trustee. The Company covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) and, except as otherwise expressly provided, the Company will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its counsel and of all Persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence or bad faith. The Company also covenants to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on the part of the Trustee, arising out of or in connection with the acceptance or administration of this trust and its duties hereunder, including the costs and

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expenses of defending itself against any claim of liability in the premises. The obligations of the Company under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture.

          Section 7.07. Officer’s Certificate as Evidence. Subject to the provisions of Sections 7.01 and 7.02, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking, omitting or suffering any action to be taken hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of negligence or bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an Officer’s Certificate delivered to the Trustee, and such Certificate, in the absence of negligence or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken, omitted or suffered by it under the provisions of this Indenture upon the faith thereof.

          Section 7.08. Disqualification; Conflicting Interests for the Trustee. The Trustee shall comply with the provisions of Section 310(b) of the Trust Indenture Act.

          Section 7.09. Eligibility of Trustee. The Trustee hereunder shall at all times be a corporation organized and doing business under the laws of the United States or any State, which (a) is authorized under such laws to exercise corporate trust powers and (b) is subject to supervision or examination by Federal or State authority and (c) shall have at all times a combined capital and surplus of not less than $10,000,000. If such corporation publishes reports of condition at least annually, pursuant to law, or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 7.09, the combined capital and surplus of such corporation at any time shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section 7.09, the Trustee shall resign immediately in the manner and with the effect specified in Section 7.10.

          The provisions of this Section 7.09 are in furtherance of and subject to Section 310(a) of the Trust Indenture Act.

          Section 7.10. Resignation or Removal of Trustee. (a) The Trustee, or any Trustee or Trustees hereafter appointed, may at any time resign with respect to any one or more or all series of Debt Securities by giving written notice of resignation to the Company and by mailing notice of such resignation to the Holders of Outstanding Debt Securities at their addresses as they shall appear on the registry books of the Company. Upon receiving such notice of resignation, the Company shall promptly appoint a successor Trustee or Trustees with respect to the applicable series by written instrument, in duplicate, executed in the name of and on behalf of the Company by a duly authorized officer, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor Trustee. If no successor Trustee shall have been so appointed with respect to any series and have accepted appointment within 60 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee, or any Holder who has been a bona fide Holder of a Debt Security or Debt Securities of the applicable series for at least six months may, subject to the provisions of Section 6.09, on behalf of himself and all others similarly situated,

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petition any such court for the appointment of a successor Trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor Trustee.

                    (b) In case at any time any of the following shall occur:

                              (i) the Trustee shall fail to comply with the provisions of Section 310(b) of the Trust Indenture Act with respect to any series of Debt Securities after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Debt Security or Debt Securities of such series for at least six months, or

                              (ii) the Trustee shall cease to be eligible in accordance with the provisions of Section 7.09 and Section 310(a) of the Trust Indenture Act of 1939 with respect to any series of Debt Securities and shall fail to resign after written request therefor by the Company or by any such Holder, or

                              (iii) the Trustee shall become incapable of acting with respect to any series of Debt Securities, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation

then, in any such case, the Company may remove the Trustee with respect to such series and appoint a successor Trustee with respect to such series by written instrument, in duplicate, executed in the name of and on behalf of the Company by a duly authorized officer, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor Trustee, or, subject to the provisions of Section 315(e) of the Trust Indenture Act, any Holder who has been a bona fide Holder of a Debt Security or Debt Securities of such series for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee with respect to such series. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor Trustee with respect to such series.

                    (c) The holders of a majority in aggregate principal amount of the Debt Securities of one or more series (each series voting as a class) or all series at the time Outstanding may remove the Trustee with respect to the applicable series or all series, as the case may be, and appoint with respect to the applicable series or all series, as the case may be, a successor Trustee by written notice of such action to the Company, the Trustee and the successor Trustee.

                    (d) Any resignation or removal of the Trustee with respect to any series and any appointment of a successor Trustee with respect to such series pursuant to any of the provisions of this Section 7.10 shall become effective upon acceptance of appointment by the successor Trustee as provided in Section 7.11.

                    (e) No predecessor Trustee shall be liable for the acts or omissions of any successor Trustee.

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          Section 7.11. Acceptance by Successor Trustee. Any successor Trustee appointed as provided in Section 7.10 shall execute, acknowledge and deliver to the Company and to its predecessor Trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Trustee with respect to any or all applicable series shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, duties and obligations with respect to such series of its predecessor hereunder, with like effect as if originally named as Trustee herein; but, nevertheless, on the written request of the Company or of the successor Trustee, the Trustee ceasing to act shall, upon payment (or due provision therefor) of any amounts then due it pursuant to the provisions of Section 7.06, execute and deliver an instrument transferring to such successor Trustee all the rights and powers with respect to such series of the Trustee so ceasing to act. Upon request of any such successor Trustee, the Company shall execute any and all instruments in writing in order more fully and certainly to vest in and confirm to such successor Trustee all such rights and powers.

          In case of the appointment hereunder of a successor Trustee with respect to the Debt Securities of one or more (but not all) series, the Company, the predecessor Trustee and each successor Trustee with respect to the Debt Securities of any applicable series shall execute and deliver an indenture supplemental hereto which shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the predecessor Trustee with respect to the Debt Securities of any series as to which the predecessor Trustee is not retiring shall continue to be vested in the predecessor Trustee, and shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust and that each such Trustee shall be Trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee.

          No successor Trustee with respect to a series of Debt Securities shall accept appointment as provided in this Section 7.11 unless at the time of such acceptance such successor Trustee shall, with respect to such series, be qualified under Section 310(b) of the Trust Indenture Act and eligible under the provisions of Section 7.09.

          Upon acceptance of appointment by a successor Trustee with respect to any series as provided in this Section 7.11, the Company shall give notice thereof to the holders of Debt Securities of each series affected, by mailing such notice to such holders at their addresses as they shall appear on the registry books of the Company. If the Company fails to mail such notice within ten days after the acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be given at the expense of the Company.

          Section 7.12. Succession by Merger, etc. Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor to the Trustee hereunder, provided such corporation shall be qualified under Section 310(b) of the Trust Indenture Act, without the execution or filing of any paper or any

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further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding.

          In case at the time such successor to the Trustee shall succeed to the trust created by this Indenture with respect to one or more series of Debt Securities, any of such securities shall have been authenticated but not delivered, any such successor to the Trustee by merger, conversion or consolidation may adopt the certificate of authentication of any predecessor Trustee, and deliver such Debt Security so authenticated; and in case at that time any of such Debt Securities shall not have been authenticated, any successor to the Trustee may authenticate such Debt Securities either in the name of such successor to the Trustee or, if such successor to the Trustee is a successor by merger, conversion or consolidation, the name of any predecessor hereunder; and in all such cases such certificate shall have the full force which it is anywhere in such Debt Securities or in this Indenture provided that the certificate of the Trustee shall have.

          Section 7.13. Appointment of Authenticating Agent. The Trustee may appoint an Authenticating Agent or Agents which shall be authorized to act on behalf of the Trustee to authenticate Debt Securities issued upon original issue and upon exchange, registration of transfer, or partial redemption or pursuant to Section 2.07 and Debt Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Debt Securities by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $10,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 7.13, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 7.13, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 7.13.

          Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section 7.13, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent.

          An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the

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Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 7.13, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall mail written notice of such appointment by first-class mail, postage prepaid, to all holders of Debt Securities as their names and addresses appear in the Security register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 7.13.

          The Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 7.13.

          If an appointment is made pursuant to this Section 7.13, the Debt Securities may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternative certificate of authentication in the following form:

Dated:

                    This is one of the Debt Securities referred to in the within-mentioned Indenture.

THE BANK OF NEW YORK MELLON,
	As Trustee
AUTHENTICATING AGENT,
	As Authenticating Agent
By	________________________,
	Authorized Signatory

ARTICLE EIGHT

CONCERNING THE HOLDERS

          Section 8.01. Action by Holders. Whenever in this Indenture it is provided that the holders of a specified percentage in aggregate principal amount of the Debt Securities of any or all series may take any action (including the making of any demand or request, the giving of any notice, consent or waiver or the taking of any other action) the fact that at the time of taking any such action the Holders of such specified percentage have joined therein may be evidenced (a) by any instrument or any number of instruments of similar tenor executed by such Holders in person or by agent or proxy appointed in writing, or (b) by the record of such Holders of Debt Securities voting in favor thereof at any meeting of such Holders duly called and held in accordance with the provisions of Article Nine, or (c) by a combination of such instrument or instruments and any such record of such a meeting of such Holders.

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          Section 8.02. Proof of Execution by Holders. Subject to the provisions of Sections 7.01, 7.02 and 9.05, the execution of any instrument by a Holder or his agent or proxy may be proved in the following manner: The fact and date of the execution by any Holder of any instrument may be proved by the certificate of any notary public or other officer of any jurisdiction authorized to take acknowledgements of deeds or administer oaths that the Person executing such instruments acknowledged to him the execution thereof, or by an affidavit of a witness to such execution sworn to before any such notary or other such officer or in any other manner that the Trustee may deem sufficient. Where such execution is by or on behalf of any legal entity other than an individual, such certificate or affidavit shall also constitute sufficient proof of the authority of the Person executing the same.

          The ownership of Debt Securities shall be proved by the registry books of the Company.

          The record of any Holders’ meeting shall be proved in the manner provided in Section 9.07.

          The Company may set a record date for purposes of determining the identity of holders of Debt Securities of any series entitled to vote or consent to any action referred to in Section 8.01, which record date may be set at any time or from time to time by notice to the Trustee, for any date or dates (in the case of any adjournment or reconsideration) not more than 60 days nor less than five days prior to the proposed date of such vote or consent, and thereafter, notwithstanding any other provisions hereof, with respect to Debt Securities of any series, only holders of Debt Securities of such series of record on such record date shall be entitled to so vote or give such consent or revoke such vote or consent.

          Section 8.03. Who are Deemed Absolute Owners. The Company, the Trustee and any agent of the Company or of the Trustee may deem the Person in whose name any Debt Security shall be registered upon the books of the Company to be, and may treat such Person as, the absolute owner of such Debt Security (whether or not such Debt Security shall be overdue and notwithstanding any notation of ownership or other writing thereon) for the purpose of receiving payment of or on account of the principal of, premium, if any, and (subject to Section 2.04) interest, if any, on such Debt Security and for all other purposes; and neither the Company nor the Trustee nor any agent of the Company or of the Trustee shall be affected by any notice to the contrary.

          Section 8.04. Company-Owned Debt Securities Disregarded. In determining whether the holders of the requisite aggregate principal amount of Debt Securities have concurred in any demand, request, notice, direction, consent or waiver under this Indenture, Debt Securities which are owned by the Company or any other obligor on the Debt Securities with respect to which such determination is being made or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any other obligor on the Debt Securities with respect to which such determination is being made shall be disregarded and deemed not to be Outstanding for the purpose of any such determination; provided that for the purposes of determining whether the Trustee shall be protected in relying on any such demand, request, notice, direction consent or waiver, only Debt Securities which a Responsible Officer of the Trustee knows are so owned shall be so disregarded. Debt Securities so owned which have been pledged in good faith may be regarded as Outstanding for the purposes of this Section 8.04

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if the pledgee shall establish to the satisfaction of the Trustee the pledgee’s right to vote such Debt Securities and that the pledgee is not a Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company of any such other obligor. In the case of a dispute as to such right, any decision by the Trustee taken upon the advice of counsel shall be full protection to the Trustee.

          Section 8.05. Revocation of Consents; Future Holders Bound. At any time prior to (but not after) the evidencing to the Trustee, as provided in Section 8.01, of the taking of any action by the holders of the percentage in aggregate principal amount of the Debt Securities of any or all series, as the case may be, specified in this Indenture in connection with such action, any Holder of a Debt Security which is shown by the evidence to be included in the Debt Securities the holders of which have consented to such action may, by filing written notice with the Trustee at its principal office and upon proof of holding as provided in Section 8.02, revoke such action so far as concerns such Debt Security. Except as aforesaid any such action taken by the Holder of any Debt Security shall be conclusive and binding upon such Holder and upon all future holders of such Debt Security, irrespective of whether or not any notation in regard thereto is made upon such Debt Security or any Debt Security issued in exchange or substitution therefor.

ARTICLE NINE

HOLDER’S MEETINGS

          Section 9.01. Purposes of Meetings. A meeting of holders of Debt Securities of any or all series may be called at any time and from time to time pursuant to the provisions of this Article Nine for any of the following purposes:

                    (a) to give any notice to the Company or to the Trustee, or to give any directions to the Trustee, or to consent to the waiving of any default thereunder and its consequences, or to take any other action authorized to be taken by Holders pursuant to any of the provisions of Article Six;

                    (b) to remove the Trustee and nominate a successor Trustee pursuant to the provisions of Article Seven;

                    (c) to consent to the execution of an indenture or indentures supplemental hereto pursuant to the provisions of Section 10.02; or

                    (d) to take any other action authorized to be taken by or on behalf of the holders of any specified aggregate principal amount of the Debt Securities of any or all series, as the case may be, under any other provision of this Indenture or under applicable law.

          Section 9.02. Call of Meeting by Trustee. The Trustee may at any time call a meeting of Holders of Debt Securities of any or all series to take any action specified in Section 9.01, to be held at such time and at such place as the Trustee shall determine. Notice of every meeting of the holders of Debt Securities of any or all series, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be given by mailing notice of such meeting to the Holders of Outstanding Debt Securities at their addresses

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as they shall appear on the registry books of the Company. Such notice shall be given not less than 10 nor more than 90 days prior to the date fixed for the meeting.

          Section 9.03. Call of Meeting by Company or Holders. In case at any time a duly authorized officer of the Company in the name of and on behalf of the Company or the Holders of at least ten percent in aggregate principal amount of the Outstanding Debt Securities of any series that may be affected by the action proposed to be taken at the meeting, shall have requested the Trustee to call a meeting of the Holders of Debt Securities of all series that may be so affected, by written request setting forth in reasonable detail the action proposed to be taken at the meeting, and the Trustee shall not have given the notice of such meeting within 20 days after receipt of such request, then the Company or such Holders, in the amount specified above, may determine the time and the place for such meeting and may call such meeting to take any action authorized in Section 9.01, by giving notice thereof as provided in Section 9.02.

          Section 9.04. Qualifications for Voting. To be entitled to vote at any meeting of Holders, a Person shall (a) be a Holder of one or more Debt Securities with respect to which such meeting is being held or (b) be a Person appointed by an instrument in writing as proxy by a Holder of one or more such Debt Securities. The only Persons who shall be entitled to be present or to speak at any meeting of Holders shall be the Persons entitled to vote at such meeting and their counsel and any representatives of the Trustee and its counsel and any representatives of the Company and its counsel.

          Section 9.05. Quorum; Adjourned Meetings. The Persons entitled to vote a majority in aggregate principal amount of the Debt Securities at the time Outstanding shall constitute a quorum for the transaction of all business specified in Section 9.01. No business shall be transacted in the absence of a quorum (determined as provided in this Section 9.05). In the absence of a quorum within 30 minutes after the time appointed for any such meeting, the meeting shall, if convened at the request of the Holders of Debt Securities (as provided in Section 9.03), be dissolved. In any other case the meeting shall be adjourned for a period of not less than ten days as determined by the chairman of the meeting. In the absence of a quorum at any such adjourned meeting, such adjourned meeting shall be further adjourned for a period of not less than ten days as determined by the chairman of the meeting. Notice of the reconvening of any adjourned meeting shall be given as provided in Section 9.02, except that such notice need be published only once and must be mailed or published not less than five days prior to the date on which the meeting is scheduled to be reconvened.

          Subject to the foregoing, at the second reconvening of any meeting adjourned for lack of a quorum, the Persons entitled to vote twenty-five percent in aggregate principal amount of the Outstanding Debt Securities shall constitute a quorum for the taking of any action set forth in the notice of the original meeting. Notice of the reconvening of an adjourned meeting shall state expressly the percentage of the aggregate principal amount of the Outstanding Debt Securities which shall constitute a quorum.

          At a meeting or any adjourned meeting duly convened and at which a quorum is present as aforesaid, any resolution and all matters (except as limited by the proviso in Section 10.02 and except with respect to directions and waivers under Sections 6.01 and 6.07) shall be effectively passed and decided if passed or decided by the Persons entitled to vote the lesser of (a) a

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majority in aggregate principal amount of the Outstanding Debt Securities and (b) seventy-five percent in aggregate principal amount of the Debt Securities represented and voting at the meeting.

          Any Holder of a Debt Security who has executed in person or by proxy and delivered to the Trustee an instrument in writing complying with the provisions of Article Eight shall be deemed to be present for the purposes of determining a quorum and be deemed to have voted; provided that such Holder of a Debt Security shall be considered as present or voting only with respect to the matters covered by such instrument in writing.

          Section 9.06. Regulations. Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of Holders, in regard to proof of the holding of Debt Securities and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote and such other matters concerning the conduct of the meeting as it shall think fit. Except as otherwise permitted or required by any such regulations, the holding of Debt Securities shall be proved in the manner specified in Section 8.02 and the appointment of any proxy shall be proved in the manner specified in Section 8.02.

          The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Holders as provided in Section 9.03, in which case the Company or the Holders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by majority vote of the meeting.

          Subject to the provisions of Section 8.04, at any meeting each Holder of Debt Securities with respect to which such meeting is being held or proxy for such Holder shall be entitled to one vote for each $1,000 (or the equivalent thereof in any foreign or composite currency) of principal amount of such Debt Securities held or represented by him; provided, however, that no vote shall be cast or counted at any meeting in respect of any such Debt Security challenged as not Outstanding and ruled by the chairman of the meeting to be not Outstanding. The chairman of the meeting shall have no right to vote other than by virtue of such Debt Securities held by him or instruments in writing as aforesaid duly designating him as the Person to vote on behalf of other such Holders. Any meeting of holders of Debt Securities with respect to which a meeting was duly called pursuant to the provisions of Section 9.02 or 9.03 may be adjourned from time to time by a majority of those present, whether or not constituting a quorum, and the meeting may be held as so adjourned without further notice.

          Section 9.07. Voting. The vote upon any resolution submitted to any meeting of holders of Debt Securities with respect to which such meeting is being held shall be by written ballots on which shall be subscribed the signatures of such Holder of Debt Securities or of their representatives by proxy and the principal amount held or represented by them. The permanent chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting their verified written reports in duplicate of all votes cast at the meeting. A record in duplicate of the proceedings of each meeting of Holders shall be prepared by the secretary of the

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meeting and there shall be attached to said record the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more Persons having knowledge of the facts and setting forth a copy of the notice of the meeting and showing that said notice was given as provided in Section 9.02. The record will show the principal amount of the Debt Securities voting in favor of or against any resolution. The record shall be signed and verified by the affidavits of the permanent chairman and secretary of the meeting and one of the duplicates shall be delivered to the Company and the other to the Trustee to be preserved by the Trustee, the latter to have attached thereto the ballots voted at the meeting.

          Any record so signed and verified shall be conclusive evidence of the matters therein stated.

          Section 9.08. No Delay of Rights by Meeting. Nothing in this Article Nine shall be deemed or construed to authorize or permit, by reason of any call of a meeting of Holders of any or all series or any rights expressly or impliedly conferred hereunder to make such call, any hindrance or delay in the exercise of any right or rights conferred upon or reserved to the Trustee or to the Holders of any or all such series under any of the provisions of this Indenture or of the Debt Securities.

ARTICLE TEN

SUPPLEMENTAL INDENTURES

          Section 10.01. Supplemental Indentures without Consent of Holders. The Company, the Trustee and the Security Trustee may, from time to time and at any time enter into an indenture or indentures supplemental hereto, or the Company and the Trustee may direct the Security Trustee to enter into amendments, modifications or supplements to the Security Documents, for one or more of the following purposes:

                    (a) to evidence pursuant to Article Eleven the succession of another Person to the Company or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Company;

                    (b) to add covenants for the benefit of the Holders of the Debt Securities or any additional Event of Default for the Debt Securities;

                    (c) to add additional collateral as security for the Debt Securities other than as contemplated by the Security Documents;

                    (d) to evidence the appointment of a successor Trustee;

                    (e) to cure any ambiguity or to correct or supplement any provision contained herein or the Security Documents to the extent not inconsistent with other provisions of this Indenture or the Security Documents or otherwise amend or supplement the terms of the Debt Securities, this Indenture or the Security Documents to the extent such amendment or supplement does not adversely affect the interests of the Holders of the Debt Securities in any material respect;

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                    (f) to conform the text of this Indenture, the Security Documents or the Debt Securities to any provision in the Offering Document under the heading “Description of the Notes” to the extent that such provision was intended to be a verbatim recitation of a provision of this Indenture, the Security Documents or the Debt Securities.

          The Trustee and the Security Trustee are each hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee and the Security Trustee shall not be obligated to, but each of them may in its discretion, enter into any such supplemental indenture which affects the Trustee’s, or the Security Trustee’s, respectively, own rights, duties or immunities under this Indenture or otherwise.

          Any supplemental indenture or direction authorized by the provisions of this Section 10.01 may be executed by the Company, the Trustee and/or the Security Trustee, as applicable, without the consent of the Holders of any of the Debt Securities at the time Outstanding, notwithstanding any of the provisions of Section 10.02.

          This Section 10.01, and Section 10.02 below, shall be without prejudice to the rights of the Security Trustee under the Mortgage and acting in accordance with the terms thereof (whether pursuant to Article II thereof, Section 5.03(i) thereof, Article VIII thereof or otherwise) to (1) approve of, consent to, or join in the execution of amendments, modifications or supplements to the Mortgage and/or the other Security Documents, or other instrument relating to the Mortgage and/or the other Security Documents, including, without limitation, any document providing for the addition of collateral or the release of Collateral from the Lien of the Security Documents, and (2) otherwise deal with the Collateral in accordance with the terms of the Mortgage and the other Security Documents, in each case without the need for any direction or consent from the Company, the Trustee or the Holders under this Indenture.

          Section 10.02. Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Sections 8.01 and 8.02) of the Holders of not less than a majority in aggregate principal amount of the Debt Securities affected by such supplemental indenture, amendment, modification or supplement at the time Outstanding, voting as a single class, the Company, the Trustee and the Security Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto or the Company and the Trustee may direct the Security Trustee to enter into amendments, modifications or supplements to the Security Documents for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or any Security Document or modifying in any manner the rights of the Holders of the Outstanding Debt Securities; provided, however, that no such supplemental indenture shall (i) extend the Maturity of any Outstanding Debt Security, extend the time of payment of interest, if any, thereon, or reduce the interest rate or principal amount thereof, or make the principal thereof or premium, if any, or interest, if any, thereon payable in any coin or currency other than that provided in any Outstanding Debt Security, modify any redemption or repurchase right to the detriment of a Holder of a Debt Security, or impair the right of any Holder of a Debt Security to institute suit for any such payment, (ii) reduce the percentage of the aggregate principal amount of Outstanding Debt Securities, the Holders of which are required to consent to any such

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supplemental indenture or any waiver of any past covenant or default or Event of Default pursuant to Section 6.07 or (iii) modify any provision of Section 6.07 or 10.02 (except to increase any such percentage or to provide that specified other provisions of this Indenture or the Security Documents cannot be modified or waived without the consent of the Holder of each Debt Security so affected) without, in the case of each of the foregoing clauses (i), (ii) and (iii), the consent of the Holder of each Debt Security so affected. In addition, without the consent of the Holders of at least 66-2/3% in aggregate principal amount of Outstanding Debt Securities affected thereby, all or substantially all of the Collateral may not be released from the Liens securing the Debt Securities (other than in accordance with the terms of this Indenture or the Security Documents). A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Outstanding Debt Securities, or which modifies the rights of the Holders of Outstanding Debt Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the holders of Debt Securities of any other series.

          Upon the request of the Company and upon the filing with the Trustee of evidence of the consent of Holders as aforesaid, the Trustee and, if applicable, the Security Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s or the Security Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee or the Security Trustee respectively may in its discretion, but shall not be obligated to, enter into such supplemental indenture.

          It shall not be necessary for the consent of the Holders under this Section 10.02 to approve the particular form of any proposed supplemental indenture or direction, but it shall be sufficient if such consent shall approve the substance thereof.

          Section 10.03. Compliance with Trust Indenture Act; Effect of Supplemental Indentures. Any supplemental indenture executed pursuant to the provisions of this Article Ten shall comply with the Trust Indenture Act as then in effect. Upon the execution of any supplemental indenture pursuant to the provisions of this Article Ten, this Indenture shall be deemed to be modified and amended in accordance therewith and the respective rights, limitations of rights, obligations, duties and immunities under this Indenture of the Trustee, the Security Trustee, the Company and the Holders of Debt Securities shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such supplemental indenture shall be and be deemed to be part of the terms and conditions of this Indenture for any and all purposes.

          Section 10.04. Notation on Securities. Debt Securities authenticated and delivered after the execution of any supplemental indenture pursuant to the provisions of this Article Ten may bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Company or the Trustee shall so determine, new Debt Securities of any series so modified as to conform, in the opinion of the Trustee and a duly authorized officer of the Company, to any modification of this Indenture contained in any such supplemental indenture may be prepared and executed by the Company, authenticated by the Trustee and delivered in exchange for the Outstanding Debt Securities.

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          Section 10.05. Evidence of Compliance of Supplemental Indenture to be Furnished Trustee. The Trustee, subject to the provisions of Sections 7.01 and 7.02, shall be entitled to receive an Officer’s Certificate and an Opinion of Counsel as conclusive evidence that any supplemental indenture executed or direction given pursuant hereto complies with the requirements of this Article Ten.

ARTICLE ELEVEN

CONSOLIDATION, MERGER, SALE OR CONVEYANCE

          Section 11.01. Company May Not Consolidate, etc., Except Under Certain Conditions. The Company covenants that it will not merge or consolidate with any other Person or sell, convey, transfer or otherwise dispose of all or substantially all of its assets to any other Person, unless (i) either the Company shall be the continuing entity, or the successor Person (if other than the Company) shall be an entity organized and existing under the laws of the United States of America or a State thereof and such an entity shall expressly assume all obligations of the Company under this Indenture, including the due and punctual payment of the principal of, and premium, if any, and interest, if any, on all the Outstanding Debt Securities, if any, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture and the Mortgage to be performed by the Company by supplemental indenture in form satisfactory to the Trustee, executed and delivered to the Trustee by such an entity and (ii) the Company or such successor entity, as the case may be, shall not, immediately after such merger or consolidation, or such sale, conveyance, transfer or other disposition, be in default in the performance of any such covenant or condition under this Indenture. In the event of any such sale, conveyance (other than by way of lease), transfer or other disposition, the predecessor entity may be dissolved, wound up and liquidated at any time thereafter.

          Section 11.02. Successor entity to be Substituted. In case of any such consolidation, merger, sale, conveyance (other than by way of lease), transfer or other disposition, and upon any such assumption by the successor entity, such successor entity shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the Company, and the Company shall be released from any further obligation under this Indenture and under the Outstanding Debt Securities, if any. Such successor entity thereupon may exercise all rights and powers of the Company under this Indenture and cause to be signed, and may issue either in its own name or in the name of General Electric Capital Corporation, any or all of the Debt Securities issuable hereunder; and, upon the order of such successor entity, instead of the Company, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and deliver any Debt Securities, and any Debt Securities which such successor entity thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Debt Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Debt Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Debt Securities had been issued at the date of the execution hereof.

          In case of any such consolidation, merger, sale, conveyance, transfer or other disposition, such changes in phraseology and form (but not in substance) may be made in the Debt Securities thereafter to be issued as may be appropriate.

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          Section 11.03. Documents to be Given Trustee. The Trustee, subject to the provisions of Sections 7.01 and 7.02, shall be entitled to receive an Officer’s Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, conveyance, transfer or other disposition, and any such assumption, comply with the provisions of this Article Eleven.

ARTICLE TWELVE

SATISFACTION AND DISCHARGE OF INDENTURE

          Section 12.01. Discharge of Indenture. When (a) the Company shall deliver to the Trustee for cancellation all Debt Securities theretofore authenticated (other than any Debt Securities which shall have been destroyed, lost or stolen or in lieu of or in substitution for which other Debt Securities shall have been authenticated and delivered, or which shall have been paid, pursuant to the provisions of Section 2.07) and not theretofore canceled or (b) all the Debt Securities not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit with the Trustee, in trust, funds sufficient to pay at Maturity or upon redemption all of the Debt Securities (other than any (i) Debt Securities which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Debt Securities shall have been authenticated and delivered, or which shall have been paid pursuant to the provisions of Section 2.07 or (ii) Debt Securities for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company as provided in Section 12.04) not theretofore canceled or delivered to the Trustee for cancellation, including principal, premium, if any, and interest, if any, due or to become due to such date of Maturity or date fixed for redemption, as the case may be, and if in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect (except as to (i) rights of registration of transfer and exchange of Debt Securities, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Debt Securities, (iii) the rights, obligations and immunities of the Trustee hereunder and (iv) the rights of the Holders as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and the Trustee, on demand of the Company accompanied by an Officer’s Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture, the Company, however, hereby agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the Debt Securities.

          Section 12.02. Deposited Moneys to be Held in Trust by Trustee. All moneys deposited with the Trustee pursuant to the provisions of Section 12.01 shall be held in trust and applied by it to the payment, either directly or through any paying agent (including the Company if acting as its own paying agent), to the Holders of the particular Debt Securities for payment or redemption of which such moneys have been deposited with the Trustee, of all sums due and to become due thereon for principal, premium, if any, and interest, if any.

          Section 12.03. Paying Agent to Repay Moneys Held. Upon the satisfaction and discharge of this Indenture, all moneys then held by any paying agent of the Debt Securities

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(other than the Trustee) shall, upon demand of the Company, be repaid to it or paid to the Trustee, and thereupon such paying agent shall be released from all further liability with respect to such moneys.

          Section 12.04. Return of Unclaimed Moneys. Any moneys, deposited with or paid to the Trustee for payment of the principal of, premium, if any, or interest, if any, on any Debt Securities and not applied but remaining unclaimed by the Holders of such Debt Securities for two years after the date upon which the principal of, premium, if any, or interest, if any, on such Debt Securities, as the case may be, shall have become due and payable, shall be repaid to the Company by the Trustee; and the Holder of any such Debt Securities shall thereafter look only to the Company for any payment which such Holder may be entitled to collect.

          Section 12.05. Certification of Satisfaction and Discharge. Upon satisfaction of the conditions set forth in Section 12.01, the Trustee will certify as directed by the Company that the Indenture and the Debt Securities have been satisfied and discharged and cease to be of further effect.

ARTICLE THIRTEEN

IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND
DIRECTORS

          Section 13.01. Indenture and Securities Solely Corporate Obligations. No recourse for the payment of the principal of, premium, if any, or interest, if any, on any Debt Security, or for any claim based thereon or otherwise in respect thereof, and no recourse under or upon any obligation, covenant or agreement of the Company in this Indenture or in any supplemental indenture, or in any Debt Security, or because of the creation of any indebtedness represented thereby, shall be had against any incorporator, stockholder, officer, director or employee, as such, past, present or future, of the Company or any Grantor or of any successor entity of either of them, either directly or through the Company or any Grantor or any successor entity, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly understood that all such liability is hereby expressly waived and released as a condition of, and as a consideration for, the execution of this Indenture and the issue of the Debt Securities.

ARTICLE FOURTEEN

LEGAL DEFEASANCE AND COVENANT DEFEASANCE

          Section 14.01. Applicability of Article; Company’s Option to Effect Legal Defeasance or Covenant Defeasance.

          This Article Fourteen shall be applicable to the Debt Securities of each series, and the Company may at its option by resolution of the Board of Directors, at any time, with respect to the Debt Securities of such series, elect to have either Section 14.02 (if applicable) or Section 14.03 (if applicable) be applied to the Outstanding Securities of such series upon compliance with the conditions set forth below in this Article Fourteen.

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          Section 14.02. Legal Defeasance and Discharge.

          Upon the Company’s exercise of the option applicable to this Section 14.02 with respect to a series, the Company shall be deemed to have been discharged from its obligations with respect to the Outstanding Debt Securities of such series on and after the date the conditions precedent set forth below are satisfied but subject to satisfaction of the conditions subsequent set forth below (hereinafter, “legal defeasance”). For this purpose, such legal defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Debt Securities of such series and to have satisfied all its other obligations under such Debt Securities and this Indenture and the applicable Security Documents insofar as such Debt Securities are concerned (and the Trustee, at the expense of the Company, shall execute instruments provided by the Company and acceptable to the Trustee acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder, with respect to the transfer or exchange of such series of Debt Securities: (A) the Company’s obligations with respect to such Debt Securities under Sections 2.06, 2.07 and 4.01 and such obligations as shall be ancillary thereto, (B) the rights, obligations and immunities and other provisions in respect of the Trustee hereunder and (C) the rights of Holders with respect to property deposited with the Trustee under this Indenture. Subject to compliance with this Article Fourteen, the Company may exercise its option under this Section 14.02 notwithstanding the prior exercise of its option under Section 14.03 with respect to the Debt Securities of such series. Following a legal defeasance, payment of the Debt Securities of such series may not be accelerated because of an Event of Default.

          Section 14.03. Covenant Defeasance.

          Upon the Company’s exercise of the option applicable to this Section with respect to a series, the Company shall be released from its obligations under Section 4.05 and the occurrence of an Event of Default specified in Section 6.01(c) (insofar as it is with respect to Section 4.05) or Section 6.01(d) shall be deemed not to be an Event of Default with respect to the Outstanding Debt Securities of such series on and after the date the conditions precedent set forth below are satisfied but subject to satisfaction of the conditions subsequent set forth below (hereinafter, “covenant defeasance”). For this purpose, such covenant defeasance means that, with respect to the Outstanding Debt Securities of such series, the Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such Section, whether directly or indirectly by reason of any reference elsewhere herein to any such Section or by reason of any reference in any such Section to any other provision herein or in any other document, but the remainder of this Indenture and such Debt Securities shall be unaffected thereby. Following a covenant defeasance, payment of the Debt Securities of such series may not be accelerated because of an Event of Default specified in Sections 6.01(c) (insofar as it is with respect to Section 4.05) or (d) or by reference to such other Section specified above in this Section 14.03.

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          Section 14.04. Conditions to Legal Defeasance or Covenant Defeasance.

          The following shall be the conditions precedent or, as specifically noted below, subsequent to application of either Section 14.02 or Section 14.03 to the Outstanding Debt Securities of such series:

                    (a) the Company shall irrevocably have deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Debt Securities, (A) money in an amount, or (B) U.S. Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount, or (C) a combination thereof, sufficient, without reinvestment, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee to pay and discharge the principal of (and premium, if any) and interest on the Outstanding Debt Securities of such series to Maturity or redemption, as the case may be. Before such a deposit the Company may make arrangements satisfactory to the Trustee for the redemption of Debt Securities at a future date or dates in accordance with Article Three, which shall be given effect in applying the foregoing.

                    (b) If any series of Debt Securities shall remain outstanding following legal defeasance or covenant defeasance, no Event of Default with respect to the remaining Debt Securities of such series shall have occurred and be continuing on the date of such deposit.

                    (c) Such legal defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, any material agreements or instruments to which the Company is a party.

                    (d) In the case of legal defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel stating that the Company has received a direct ruling from the Internal Revenue Service, or such a ruling has been published, or since the Effective Date of the Debt Securities there has been a change in the applicable federal income Tax law, such that the Holders of the Outstanding Debt Securities of such series to be defeased will not recognize income, gain or loss for federal income Tax purposes as a result of the legal defeasance. The ruling must provide that the Holders of the Outstanding Debt Securities of such series to be defeased will be subject to federal income Tax on the same amounts, in the same manner, and at the same times as would have been the case if the legal defeasance had not occurred.

                    (e) In the case of a covenant defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel stating that the Holders of the Outstanding Debt Securities of such series will not recognize income, gain or loss for federal income Tax purposes as a result of the covenant defeasance and will be subject to federal income Tax on the same amounts, in the same manner and at the same times as would have been the case if the covenant defeasance had not occurred.

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                    (f) The Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent with respect to such legal defeasance or covenant defeasance have been complied with.

          Section 14.05. Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions.

          Subject to the provisions of the last paragraph of Section 4.04, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee or Paying Agent pursuant to Section 14.04 in respect of the Outstanding Debt Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Debt Securities and this Indenture, to the payment, either directly or through any Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Debt Securities, of all sums due and to become due thereon in respect of principal (and premium, if any) and interest, but such money need not be segregated from other funds except to the extent required by law.

          The Company shall pay and indemnify the Trustee and the Paying Agent against any Tax, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 14.04 or the principal and interest received in respect thereof.

          Anything herein to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon the Company’s request any money or U.S. Government Obligations held by it as provided in Section 14.04 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent legal defeasance or covenant defeasance.

          Anything herein to the contrary notwithstanding, if and to the extent the deposited money or U.S. Government Obligations (or the proceeds thereof) either (i) cannot be applied by the Trustee in accordance with this Section because of a court order or (ii) are for any reason insufficient in amount, then the Company’s obligations to pay principal of (and premium, if any) and interest on the Debt Securities of such series shall be reinstated to the extent necessary to cover the deficiency on any due date for payment. In any case specified in clause (i), the Company’s interest in the deposited money and U.S. Government Obligations (and proceeds thereof) shall be reinstated to the extent the Company’s payment obligations are reinstated.

          Section 14.06. Knowledge of Trustee. Notwithstanding the provisions of this Article or any other provisions of this Indenture, neither the Trustee nor the Paying Agent shall be charged with knowledge of the existence of any facts that would prohibit the making of any payment of moneys to or by the Trustee or the Paying Agent, or the taking of any other action by the Trustee or the Paying Agent, unless and until a Responsible Officer of the Trustee or the Paying Agent has actual knowledge or unless same shall have received written notice thereof mailed or delivered to the Trustee at its corporate trust office or the Paying Agent, and such notice clearly references the Debt Securities, the Company and this Indenture; provided that if at least three Business Days prior to the date upon which by the terms hereof any such moneys may become

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payable for any purpose (including, without limitation, the payment of the principal or interest on any Debt Security) the Trustee or the Paying Agent shall not have received with respect to such moneys the notice provided for in this Section, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such moneys and to apply the same to the purpose for which they were received and shall not be affected by any notice to the contrary that may be received by it within three Business Days prior to or on or after such date.

          Section 14.07. Certification of Defeasance. Upon satisfaction of the conditions set forth in Section 14.04 with respect to one or more series of Debt Securities, the Trustee will certify as directed by the Company that a legal defeasance or covenant defeasance, as the case may be, has occurred with respect to such series.

ARTICLE FIFTEEN

SECURITY ARRANGEMENTS

          Section 15.01. Security.

                    (a) In order to secure the obligations of the Company under this Indenture and the Debt Securities, the Company shall cause the Grantors to execute and deliver to the Security Trustee on or prior to the Effective Date of the Debt Securities each Security Document to which each such Grantor is or is to be a party that is intended to be effective upon the Effective Date of the Debt Securities and create a perfected security interest to the extent intended to be created thereunder, subject to the Permitted Liens, on the Collateral, provided that only the Express Perfection Requirements shall be required to be satisfied.

                    (b) The Company shall cause the Grantors to comply with all covenants and agreements of the Grantors contained in the Security Documents.

                    (c) Each Holder, by accepting a Debt Security, agrees to all of the terms and provisions of the Security Documents, as the same may be amended from time to time pursuant to the provisions of this Indenture and the Security Documents. The release of any Collateral from the Liens granted under the Security Documents pursuant to the terms of the Security Documents or this Indenture will be deemed not to impair the security under this Indenture or any Security Document in contravention of the provisions hereof or thereof.

                    (d) As among the Holders, the Collateral as now or hereafter constituted shall be held by the Security Trustee for the equal and ratable benefit of the Holders without preference, priority or distinction of any thereof over any other by reason of differences in time of issuance, sale or otherwise, as security for the obligations under this Indenture and the Debt Securities.

                    (e) The Company shall comply with the provisions of Section 314(d) of the Trust Indenture Act if and to the extent applicable to any release of or addition to Collateral, provided, that the Company shall not be required to comply with the requirements of Section 314(d) of the Trust Indenture Act if it reasonably determines that under the terms of Section 314(d) of the Trust Indenture Act or any interpretation or guidance as to the meaning thereof of

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the SEC and its staff, including “no action” letters or exemptive orders, existing from time to time, all or any portion of Section 314(d) of the Trust Indenture Act is inapplicable to any release or series of releases of Collateral.

                    (f) Subject to the other terms and conditions of this Indenture, the Mortgage and the other Security Documents, the Grantors may, without any release or consent by the Trustee, the Security Trustee or the Holders of the Debt Securities, conduct ordinary course activities in accordance with Leasing Company Practice with respect to the Collateral, such as: (a) selling, transferring, exchanging, abandoning, leasing or otherwise disposing of property subject to the Liens securing the Secured Obligations, including Airframe and Engine parts, components, ancillary equipment or devices included within the Collateral; (b) enforcing, terminating, canceling or amending, replacing or waiving any term of, or otherwise modifying, any of the Assigned Leases or other leasehold interests in the Collateral; (c) holding, using, applying, disposing of and otherwise dealing with any cash, accounts receivable or other amounts from time to time received or receivable under the Assigned Leases or otherwise in respect of the Collateral; (d) altering, repairing or replacing property subject to the Liens securing the Secured Obligations, including Airframe and Engine parts, components, ancillary equipment or devices included within the Collateral; and (e) selling, disposing of or transferring any inventory that is Collateral. By the January 15 and July 15 following each Measurement Period, the Company shall deliver to the Trustee and the Security Trustee an Officer’s Certificate to the effect that all actions authorized by this paragraph occurring during such Measurement Period occurred in the ordinary course of the Company’s and the Grantors’ business, and were permitted by the Mortgage and that all proceeds therefrom were used by the Company and the Grantors in the ordinary course of their business or to make cash payments not prohibited by this Indenture and by the Mortgage.

                    (g) Upon the occurrence of such events set forth in the first sentence of Section 15.01(f) above in accordance with the Security Documents, the applicable Collateral, if any, shall be automatically released from the Liens granted under the Security Documents as set forth in the Security Documents.

                    (h) However, if such releases of Collateral under paragraph (g) above occur, the Company will deliver to the Trustee (subject to the last sentence of Section 5.02) and the Security Trustee annual audited financial statements of the Company (which delivery will be deemed to have occurred to the extent such financial statements are filed with the SEC via EDGAR or any successor electronic delivery procedure), no later than the June 30 following the end of each fiscal year of the Company.

                    (i) The Company has agreed to grant to the Security Trustee a first-rank French law mortgage over any Pool Aircraft registered in France and to register such mortgage with the civil aviation registry maintained by the Direction Generate de l’Aviation Civile in France. The Secured Parties agree that as of the date hereof, in accordance with Article 2328-1 of the French Civil Code, that the Security Trustee shall have the right to constitute, register, manage and enforce the French law mortgage over any French registered Pool Aircraft for the account of the Secured Parties.

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          Section 15.02. Authorization of Actions to Be Taken.

          Each Holder of a Debt Security, by its acceptance thereof, is deemed to have authorized, directed and empowered the Security Trustee to enter into the Security Documents, as Security Trustee, and to receive for the benefit of the Holders of Debt Securities any funds collected or distributed in accordance with and under the Security Documents to which the Security Trustee is a party and to take such actions and make such distributions in respect of the Collateral and any proceeds therefrom, for the benefit of the Holders of Debt Securities and any other Secured Party, all in accordance with the provisions of this Indenture and the Security Documents.

          Section 15.03. Determinations Relating to Collateral.

          In the event (a) the Trustee shall receive any written request from the Company, a Grantor or the Security Trustee under any Security Document for consent or approval with respect to any matter or thing relating to any Collateral or the Company’s or such Grantor’s obligations with respect thereto, (b) there shall be due to or from the Trustee or the Security Trustee under the provisions of any Security Document any material performance or the delivery of any material instrument or (c) the Trustee shall receive notice of any nonperformance by the Company or a Grantor of any covenant or any breach of any representation or warranty of the Company or such Grantor set forth in any Security Document, then, in each such event, the Trustee shall be entitled to hire, at the expense of the Company, experts, consultants, agents and attorneys to advise the Trustee on the manner in which the Trustee should respond, or direct the Security Trustee to respond, to such request or render any requested performance or respond, or direct the Security Trustee to respond, to such nonperformance or breach; provided that the Trustee’s right to direct the Security Trustee to respond shall be subject to the terms of the Security Documents. The Trustee shall be fully protected in the taking of any action recommended or approved by any such expert, consultant, agent or attorney or agreed to by the Holders of a majority in principal amount of the Outstanding Debt Securities and may condition any direction by it of the Security Trustee in the exercise of its remedies under the Security Documents on the receipt by it of advice from such expert, consultant, agent or attorney or an appropriate direction from such Holders in accordance with Section 6.07.

          Section 15.04. Release of Liens.

          The Liens on the Collateral securing the Debt Securities will be released in accordance with the terms of the Mortgage and the other Security Documents. The Company will bear and pay all reasonable costs and expenses associated with any release of Liens pursuant to this Section 15.04, including all reasonable fees and disbursements of any attorneys or representatives acting for the Trustee or for the Security Trustee.

          Section 15.05. Limitation on Duty of Trustee in Respect of Collateral.

                    (a) Beyond the exercise of reasonable care in the custody thereof, the Trustee shall have no duty as to any Collateral in its possession or control or in the possession or control of any agent or bailee or any income thereon or as to preservation of rights against prior parties or any other rights pertaining thereto and the Trustee shall not be responsible for filing any financing or continuation statements or recording any documents or instruments in any public

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office at any time or times or otherwise perfecting or maintaining the perfection of any security interest in the Collateral. The Trustee shall be deemed to have exercised reasonable care in the custody of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which it accords its own property and shall not be liable or responsible for any loss or diminution in the value of any of the Collateral, by reason of the act or omission of any carrier, forwarding agency or other agent or bailee selected by the Trustee in good faith.

                    (b) The Trustee shall not be responsible for the existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of the Liens on any of the Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder, except to the extent such action or omission constitutes gross negligence or willful misconduct on the part of the Trustee, for the validity or sufficiency of the Collateral or any agreement or assignment contained therein, for the validity of the title of the Company or the Grantors to the Collateral, for insuring the Collateral or for the payment of Taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral. The Trustee shall have no duty to ascertain or inquire as to the performance or observance of any of the terms of this Indenture or any of the Security Documents. The Trustee shall not have any duty to monitor the performance of the Security Trustee or any Grantor or any other party to the Security Documents, nor shall the Trustee have any liability in connection with the malfeasance or nonfeasance by any such parties.

          Section 15.06. Approval of Qualified Appraiser. The Trustee shall have been deemed to have approved any Qualified Appraiser satisfying the requirements of the Mortgage.

ARTICLE SIXTEEN

MISCELLANEOUS PROVISIONS

          Section 16.01. Provisions Binding on Company’s Successors. All the covenants, stipulations, promises and agreements in this Indenture contained by the Company shall bind its successors and assigns whether so expressed or not.

          Section 16.02. Official Acts by Successor Entity. Any act or proceeding by any provision of this Indenture authorized or required to be done or performed by any board, committee or officer of the Company shall and may be done and performed with like force and effect by the like board, committee or officer of any entity that shall at the time be the lawful sole successor of the Company.

          Section 16.03. Addresses for Notices, etc. Any notice or demand which by any provision of this Indenture is required or permitted to be given or served by the Trustee or by the Holders of Debt Securities on the Company may be given or served by being deposited postage prepaid by first class mail in a post office letter box addressed (until another address is filed by the Company with the Trustee) to General Electric Capital Corporation, 201 High Ridge Road, Stamford, Connecticut 06927, Attention Senior Vice President Corporate Treasury and Global Funding Operation. Any notice, direction, request or demand by any Holder of Debt Securities to or upon the Trustee shall be deemed to have been sufficiently given or made, for all purposes, if given or made in writing and (i) deposited (first class postage prepaid) in a post office letter

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box, (ii) transmitted by facsimile transmission or (iii) delivered by courier, in any event addressed and delivered to the Principal Office of the Trustee and to the attention of its corporate trust department.

          Section 16.04. New York Contract. This Indenture and each Debt Security shall be deemed to be a contract made under the laws of the State of New York, and for all purposes shall be construed in accordance with the laws of said State.

          Section 16.05. Evidence of Compliance with Conditions Precedent. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall furnish to the Trustee an Officer’s Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

          Each certificate or opinion provided for in this Indenture and delivered to the Trustee with respect to compliance with a condition or covenant provided for in this Indenture (other than certificates delivered under Section 4.05) shall include: (1) a statement that the person making such certificate or opinion has read such covenant or condition; (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinion contained in such certificate or opinion are based; (3) a statement that, in the opinion of such person, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (4) a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with.

          Section 16.06. Legal Holidays. Except as provided in Exhibit C with respect to the Floating Rate Notes, in any case where the date of payment of interest on or principal of, or premium, on the Debt Securities or the date fixed for redemption of any Debt Security will not be a Business Day, then payment of such interest on or principal of or premium, on the Debt Securities need not be made on such date but may be made on the next succeeding Business Day, with the same force and effect as if made on the date of Maturity or date fixed for redemption, and no interest shall accrue for the period from and after such date.

          Section 16.07. [Reserved].

          Section 16.08. Trust Indenture Act to Control. If and to the extent that any provision of this Indenture limits, qualifies or conflicts with the duties imposed by, or with another provision (an “incorporated provision”) included in this Indenture by operation of, Sections 310 to 318, inclusive, of the Trust Indenture Act, such imposed duties or incorporated provision shall control.

          Section 16.09. Table of Contents, Headings, etc. The table of contents and the titles and headings of the articles and sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof.

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          Section 16.10. Execution in Counterparts. This Indenture may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same instrument.

          Section 16.11. Separability. In case any provision in this Indenture or in the Debt Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

          Section 16.12. Proceeds. The Trustee is authorized to act, from time to time, as recipient of proceeds from the Company’s issuance of Debt Securities, and is authorized to receive such proceeds directly from the underwriters or other institutions effecting the offering and sale of such Debt Securities. The Trustee shall pay and deliver such proceeds to the Person or Persons named by the Company in a written instruction signed by an Officer of the Company.

          Section 16.13. Waiver of Jury Trial. EACH OF THE COMPANY, THE TRUSTEE AND THE SECURITY TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE DEBT SECURITIES, THE SECURITY DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY

[Signature pages follow]

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Dated as of the date first above written

GENERAL ELECTRIC CAPITAL
	CORPORATION
	By:	/s/ Kathryn A. Cassidy
	Name:	Kathryn A. Cassidy
	Title:	Senior Vice President - Corporate Treasury and Global Funding Operation
THE BANK OF NEW YORK MELLON, as
	Trustee
	By:	/s/ Laurence J. O’Brien
	Name:	Laurence J. O’Brien
	Title:	Vice President
WELLS FARGO BANK NORTHWEST, N.A.,
	as Security Trustee
	By:	/s/ Joseph H. Pugsley
	Name:	Joseph H. Pugsley
	Title:	Assistant Vice President

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EXHIBIT A

          UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR DEBT SECURITIES IN DEFINITIVE REGISTERED FORM, THIS DEBT SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY.

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CUSIP: 36962G6M1
ISIN: US36962G6M13

FORM OF NOTE

1.000% Senior Secured Note due 2015

No. [  ] $[          ]

GENERAL ELECTRIC CAPITAL CORPORATION

promises to pay to CEDE & CO., or registered assigns, the principal sum of $[                   ] (as revised by the Schedule of Increases or Decreases in Global Debt Security attached hereto) on December 11, 2015.

Interest Payment Dates: June 11th and December 11th

Regular Record Dates: June 1st and December 1st

GENERAL ELECTRIC CAPITAL
CORPORATION
By:
	Name:
	Title:

This is one of the Debt Securities of the series designated therein referred to in the within-mentioned Indenture:

THE BANK OF NEW YORK MELLON
as Trustee

By:
	Authorized Signatory
Dated:

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1.000% Senior Secured Note due 2015

          Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

          1. Interest. General Electric Capital Corporation, a Delaware corporation (the “Company”), promises to pay interest on the principal amount of this Debt Security at the rate of 1.000% per annum from December 12, 2012 until December 11, 2015 (the “Maturity Date”) and, if applicable, on overdue interest and principal as provided in the Indenture. The Company will pay interest semi-annually in cash in arrears, on June 11th and December 11th of each year, beginning on June 11, 2013, to the Persons in whose names the Debt Securities of this series (the “Debt Securities”) are registered at the close of business on the June 1st or December 1st (whether or not a business day) next preceding such interest payment date (each, an “Interest Payment Date”) except that the regular record date for interest due on any Debt Security’s Maturity or date of earlier redemption will be that particular date. Interest on the Debt Securities will accrue from and including the most recent Interest Payment Date to which interest has been paid or duly provided for on the Debt Securities, or if no interest has been paid or duly provided for on the Debt Securities, from the Effective Date until their Stated Maturity date or earlier redemption with interest on overdue interest, if any, accruing as provided in the Indenture. Interest will be computed on the basis of a 360-day year of twelve 30-day months.

          2. Method of Payment. The Debt Securities will be payable as to principal, premium, if any, and interest at the office or agency of the Company maintained for such purpose in New York, New York, currently the corporate trust office of The Bank of New York Mellon located at 101 Barclay Street, New York, New York 10286. Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. Interest on the Debt Securities may at the option of the Company be paid by check mailed to the Persons entitled thereto at their respective addresses as such appear on the registry books of the Company, or, at the option of any Holder of $5,000,000 or more aggregate principal amount of Debt Securities and subject to applicable laws and regulations, be made by transfer to an account denominated in U.S. Dollars, maintained by such Holder, if appropriate wire transfer instructions have been received by the Company or its agent not less than ten days prior to the applicable interest payment date.

          3. Paying Agent and Registrar. Initially, The Bank of New York Mellon, the Trustee under the Indenture, will act as Paying Agent and registrar. The Company may change any Paying Agent or Registrar without notice to any Holder. The Company may act in any such capacity.

          4. Indenture. The Company issued the Debt Securities under an Indenture dated as of December 12, 2012 (the “Indenture”) between the Company, the Trustee and the Security Trustee named therein. The terms of the Debt Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). The Debt Securities are subject to all such terms, and Holders are referred to the Indenture and the Trust Indenture Act for a statement of such terms. To the extent any provision of this Debt Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Debt Securities are obligations of the Company. The Company issued $1,000,000,000 in aggregate principal amount of Debt Securities on the Effective Date. This Debt Security is one of the series

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designated on the face hereof. Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Indenture.

          5. Optional Redemption. The Debt Securities will be redeemable at any time and from time to time, as a whole or in part, at the Company’s option, on at least 30 days’, but not more than 60 days’, prior notice mailed (or delivered in accordance with the applicable procedures of DTC) to the registered address of each Holder of the Debt Securities to be redeemed, at a redemption price equal to the applicable Make-Whole Redemption Amount, together with accrued and unpaid interest thereon to, but not including, the dated fixed for redemption.

          6. Collateral Redemption Event. If notice of redemption has been given as provided below, the Debt Securities shall become due and payable on the date and at the place or places stated in such notice at the applicable Collateral Redemption Event Amount, together with accrued and unpaid interest to, but not including, the date fixed for redemption.

          7. Notice of Redemption. Notice of redemption to the Holders of Debt Securities to be redeemed in whole or in part at the option of the Company shall be given by mailing notice of such redemption by first class mail, postage prepaid, at least 30 days and not more than 60 days prior to the date fixed for redemption to the Trustee and such Holders at their last addresses as they shall appear upon the registry books of the Company. Notices of redemption to be sent to the Holders of Debt Securities shall be sent only to the Holders of those Debt Securities to be redeemed.

          Following the occurrence of a Collateral Redemption Event, the Debt Securities shall be subject to mandatory redemption in whole but not in part no later than 30 days following such Event. Notice of such mandatory redemption shall be mailed (or otherwise delivered in accordance with the applicable procedures of the Depository) not more than five days following such Collateral Redemption Event to each Holder at its last address as it shall appear in the registry books of the Company and to the Trustee.

          8. Denominations, Transfer, Exchange. The Debt Securities are issued in minimum denominations of $1,000 increased in multiples of $1,000. The transfer of Debt Securities may be registered and Debt Securities may be exchanged as provided in the Indenture. The Company need not exchange or register the transfer of any Debt Security or portion of a Debt Security selected for redemption, except for the unredeemed portion of any Debt Security being redeemed in part. Also, the Company need not exchange or register the transfer of any Debt Securities for a period of 15 days before a selection of Debt Securities to be redeemed or during the period between a record date and the corresponding Interest Payment Date.

          9. Persons Deemed Owners. Except as provided in Section 2.04 of the Indenture, the registered Holder of a Debt Security may be treated as its owner for all purposes.

          10. Amendment, Supplement and Waiver. Subject to certain exceptions, the Indenture or the Debt Securities or the Security Documents may be amended or supplemented with the written consent of the Holders of at least a majority in principal amount of the Debt Securities of all series then outstanding which are affected by such amendment voting as a single class. Without the consent of any Holder of a Debt Security, the Indenture or the Debt Securities may be amended or supplemented, or the Security Trustee may be directed to enter into such

A-4

amendments, modifications or supplements to the Security Documents: (a) to evidence pursuant to Article Eleven of the Indenture the succession of another Person to the Company or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Company; (b) to add covenants for the benefit of the Holders of the Debt Securities or any additional Event of Default for the Debt Securities; (c) to add additional collateral as security for the Debt Securities other than as contemplated by the Security Documents; (d) to evidence the appointment of a successor Trustee or successor or additional Security Trustee; (e) to cure any ambiguity or to correct or supplement any provision contained in the Indenture or the Security Documents to the extent not inconsistent with other provisions of the Indenture or the Security Documents or otherwise amend or supplement the terms of the Debt Securities, the Indenture or the Security Documents to the extent such amendment or supplement does not adversely affect the interests of the Holders of the Debt Securities in any material respect or (f) to conform the text of the Indenture, the Security Documents or the Debt Securities to any provision in the Offering Document under the heading “Description of the Notes” to the extent that such provision was intended to be a verbatim recitation of a provision of the Indenture, the Security Documents or the Debt Securities.

          11. Defaults and Remedies. Events of Default are set forth in the Indenture.

          12. Trustee Dealings with Company. The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Company or its Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not the Trustee.

          13. No Recourse Against Others. A director, officer, employee, incorporator or stockholder, of the Company or any Grantor, as such, shall not have any liability for any obligations of the Company under the Debt Securities or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Debt Security waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the Debt Securities.

          14. Authentication. This Debt Security shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.

          15. Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

          16. CUSIP Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Debt Securities and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Debt Securities or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

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17. Governing Law. THIS DEBT SECURITY SHALL BE DEEMED A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK, AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF SAID STATE.

          The Company will furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to:

General Electric Capital Corporation

201 High Ridge Road

Stamford, Connecticut 06927

Attention: Senior Vice President Corporate Treasury and Global Funding Operation

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To assign this Debt Security, fill in the form below:

I or we assign and transfer this Debt Security to:

          (Print or type assignee’s name, address and zip code)

          (Insert assignee’s soc. sec. or tax I.D. No.)

and irrevocably appoint                    agent to transfer this Debt Security on the books of the Company. The agent may substitute another to act for him.

Date:	Your Signature:
		Sign exactly as your name appears on the other side of this Debt Security.

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[TO BE ATTACHED TO GLOBAL DEBT SECURITIES]

SCHEDULE OF INCREASES OR DECREASES IN GLOBAL DEBT SECURITY

          The initial principal amount of this Global Debt Security is $_________. The following increases or decreases in this Global Security have been made:

Date of Exchange Amount of decrease in
Principal Amount of
this Global Debt
Security Amount of increase in
Principal Amount of
this Global Debt
Security Principal amount of
this Global Debt
Security following
such decrease or
increase Signature of
authorized signatory of
Trustee or Securities
Custodian

A-8

EXHIBIT B

          UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR DEBT SECURITIES IN DEFINITIVE REGISTERED FORM, THIS DEBT SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY.

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CUSIP:36962G6P4
ISIN: US36962G6P44

FORM OF NOTE

2.100% Senior Secured Note due 2019

No. [   ] $[     ]

GENERAL ELECTRIC CAPITAL CORPORATION

promises to pay to CEDE & CO., or registered assigns, the principal sum of $[               ] (as revised by the Schedule of Increases or Decreases in Global Debt Security attached hereto) on December 11, 2019.

Interest Payment Dates: June 11th and December 11th

Regular Record Dates: June 1st and December 1st

GENERAL ELECTRIC CAPITAL
CORPORATION
By:
	Name:
	Title:

This is one of the Debt Securities of the series designated therein referred to in the within-mentioned Indenture:

THE BANK OF NEW YORK MELLON
as Trustee

By:
	Authorized Signatory
Dated:

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2.100% Senior Secured Note due 2019

          Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

          1. Interest. General Electric Capital Corporation, a Delaware corporation (the “Company”), promises to pay interest on the principal amount of this Debt Security at the rate of 2.100% per annum from December 12, 2012 until December 11, 2019 (the “Maturity Date”) and, if applicable, on overdue interest and principal as provided in the Indenture. The Company will pay interest semi-annually in cash in arrears, on June 11th and December 11th of each year, beginning on June 11, 2013, to the Persons in whose names the Debt Securities of this series (the “Debt Securities”) are registered at the close of business on the June 1st or December 1st (whether or not a business day) next preceding such interest payment date (each, an “Interest Payment Date”) except that the regular record date for interest due on any Debt Security’s Maturity or date of earlier redemption will be that particular date. Interest on the Debt Securities will accrue from and including the most recent Interest Payment Date to which interest has been paid or duly provided for on the Debt Securities, or if no interest has been paid or duly provided for on the Debt Securities, from the Effective Date until their Stated Maturity date or earlier redemption with interest on overdue interest, if any, accruing as provided in the Indenture. Interest will be computed on the basis of a 360-day year of twelve 30-day months.

          2. Method of Payment. The Debt Securities will be payable as to principal, premium, if any, and interest at the office or agency of the Company maintained for such purpose in New York, New York, currently the corporate trust office of The Bank of New York Mellon located at 101 Barclay Street, New York, New York 10286. Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. Interest on the Debt Securities may at the option of the Company be paid by check mailed to the Persons entitled thereto at their respective addresses as such appear on the registry books of the Company, or, at the option of any Holder of $5,000,000 or more aggregate principal amount of Debt Securities and subject to applicable laws and regulations, be made by transfer to an account denominated in U.S. Dollars, maintained by such Holder, if appropriate wire transfer instructions have been received by the Company or its agent not less than ten days prior to the applicable interest payment date.

          3. Paying Agent and Registrar. Initially, The Bank of New York Mellon, the Trustee under the Indenture, will act as Paying Agent and registrar. The Company may change any Paying Agent or Registrar without notice to any Holder. The Company may act in any such capacity.

          4. Indenture. The Company issued the Debt Securities under an Indenture dated as of December 12, 2012 (the “Indenture”) between the Company, the Trustee and the Security Trustee named therein. The terms of the Debt Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). The Debt Securities are subject to all such terms, and Holders are referred to the Indenture and the Trust Indenture Act for a statement of such terms. To the extent any provision of this Debt Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Debt Securities

B-3

are obligations of the Company. The Company issued $400,000,000 in aggregate principal amount of Debt Securities on the Effective Date. This Debt Security is one of the series designated on the face hereof. Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Indenture.

          5. Optional Redemption. The Debt Securities will be redeemable at any time and from time to time, as a whole or in part, at the Company’s option, on at least 30 days’, but not more than 60 days’, prior notice mailed (or delivered in accordance with the applicable procedures of DTC) to the registered address of each Holder of the Debt Securities to be redeemed, at a redemption price equal to the applicable Make-Whole Redemption Amount, together with accrued and unpaid interest thereon to, but not including, the dated fixed for redemption.

          6. Collateral Redemption Event. If notice of redemption has been given as provided below, the Debt Securities shall become due and payable on the date and at the place or places stated in such notice at the applicable Collateral Redemption Event Amount, together with accrued and unpaid interest to, but not including, the date fixed for redemption.

          7. Notice of Redemption. Notice of redemption to the Holders of Debt Securities to be redeemed in whole or in part at the option of the Company shall be given by mailing notice of such redemption by first class mail, postage prepaid, at least 30 days and not more than 60 days prior to the date fixed for redemption to the Trustee and such Holders at their last addresses as they shall appear upon the registry books of the Company. Notices of redemption to be sent to the Holders of Debt Securities shall be sent only to the Holders of those Debt Securities to be redeemed.

          Following the occurrence of a Collateral Redemption Event, the Debt Securities shall be subject to mandatory redemption in whole but not in part no later than 30 days following such Event. Notice of such mandatory redemption shall be mailed (or otherwise delivered in accordance with the applicable procedures of the Depository) not more than five days following such Collateral Redemption Event to each Holder at its last address as it shall appear in the registry books of the Company and to the Trustee.

          8. Denominations, Transfer, Exchange. The Debt Securities are issued in minimum denominations of $1,000 increased in multiples of $1,000. The transfer of Debt Securities may be registered and Debt Securities may be exchanged as provided in the Indenture. The Company need not exchange or register the transfer of any Debt Security or portion of a Debt Security selected for redemption, except for the unredeemed portion of any Debt Security being redeemed in part. Also, the Company need not exchange or register the transfer of any Debt Securities for a period of 15 days before a selection of Debt Securities to be redeemed or during the period between a record date and the corresponding Interest Payment Date.

          9. Persons Deemed Owners. Except as provided in Section 2.04 of the Indenture, the registered Holder of a Debt Security may be treated as its owner for all purposes.

          10. Amendment, Supplement and Waiver. Subject to certain exceptions, the Indenture or the Debt Securities or the Security Documents may be amended or supplemented with the written consent of the Holders of at least a majority in principal amount of the Debt Securities of all series then outstanding which are affected by such amendment voting as a single

B-4

class. Without the consent of any Holder of a Debt Security, the Indenture or the Debt Securities may be amended or supplemented, or the Security Trustee may be directed to enter into such amendments, modifications or supplements to the Security Documents: (a) to evidence pursuant to Article Eleven of the Indenture the succession of another Person to the Company or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Company; (b) to add covenants for the benefit of the Holders of the Debt Securities or any additional Event of Default for the Debt Securities; (c) to add additional collateral as security for the Debt Securities other than as contemplated by the Security Documents; (d) to evidence the appointment of a successor Trustee or successor or additional Security Trustee; (e) to cure any ambiguity or to correct or supplement any provision contained in the Indenture or the Security Documents to the extent not inconsistent with other provisions of the Indenture or the Security Documents or otherwise amend or supplement the terms of the Debt Securities, the Indenture or the Security Documents to the extent such amendment or supplement does not adversely affect the interests of the Holders of the Debt Securities in any material respect or (f) to conform the text of the Indenture, the Security Documents or the Debt Securities to any provision in the Offering Document under the heading “Description of the Notes” to the extent that such provision was intended to be a verbatim recitation of a provision of the Indenture, the Security Documents or the Debt Securities.

          11. Defaults and Remedies. Events of Default are set forth in the Indenture.

          12. Trustee Dealings with Company. The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Company or its Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not the Trustee.

          13. No Recourse Against Others. A director, officer, employee, incorporator or stockholder, of the Company or any Grantor, as such, shall not have any liability for any obligations of the Company under the Debt Securities or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Debt Security waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the Debt Securities.

          14. Authentication. This Debt Security shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.

          15. Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

          16. CUSIP Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Debt Securities and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Debt Securities or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

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          17. Governing Law. THIS DEBT SECURITY SHALL BE DEEMED A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK, AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF SAID STATE.

          The Company will furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to:

General Electric Capital Corporation

201 High Ridge Road

Stamford, Connecticut 06927

Attention: Senior Vice President Corporate Treasury and Global Funding Operation

B-6

To assign this Debt Security, fill in the form below:

I or we assign and transfer this Debt Security to:

	(Print or type assignee’s name, address and zip code)
	(Insert assignee’s soc. sec. or tax I.D. No.)
and irrevocably appoint                agent to transfer this Debt Security on the books of the Company. The agent may substitute another to act for him.

Date:	Your Signature:
		Sign exactly as your name appears on the other side of this Debt Security.

B-7

[TO BE ATTACHED TO GLOBAL DEBT SECURITIES]

SCHEDULE OF INCREASES OR DECREASES IN GLOBAL DEBT SECURITY

          The initial principal amount of this Global Debt Security is $_________. The following increases or decreases in this Global Security have been made:

Date of Exchange Amount of decrease in
Principal Amount of
this Global Debt
Security Amount of increase in
Principal Amount of
this Global Debt
Security Principal amount of
this Global Debt
Security following
such decrease or
increase Signature of
authorized signatory of
Trustee or Securities
Custodian

B-8

EXHIBIT C

          UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR DEBT SECURITIES IN DEFINITIVE REGISTERED FORM, THIS DEBT SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY.

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CUSIP: 36962G6N9
ISIN: US36962G6N95

FORM OF NOTE

Floating Rate Senior Secured Note due 2015

No. [   ] $[          ]

GENERAL ELECTRIC CAPITAL CORPORATION

promises to pay to CEDE & CO., or registered assigns, the principal sum of $[          ] (as revised by the Schedule of Increases or Decreases in Global Debt Security attached hereto) on December 11, 2015.

Interest Payment Dates: March 11th, June 11th, September 11th and December 11th

Regular Record Dates: March 1st, June 1st, September 1st and December 1st

GENERAL ELECTRIC CAPITAL CORPORATION
By:
	Name:
	Title:

This is one of the Debt Securities of the series designated therein referred to in the within-mentioned Indenture:

THE BANK OF NEW YORK MELLON
as Trustee

By:
	Authorized Signatory
Dated:

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Floating Rate Senior Secured Note due 2015

          Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

          1. Interest. General Electric Capital Corporation, a Delaware corporation (the “Company”), promises to pay interest on the principal amount of this Debt Security at the rate of LIBOR plus the Spread from December 12, 2012 until December 11, 2015 (the “Maturity Date”) and, if applicable, on overdue interest and principal as provided in the Indenture. The Company will pay interest quarterly in cash in arrears, on March 11th, June 11th, September 11th and December 11th of each year, beginning on March 11, 2013, subject to the Business Day Convention (each, an “Interest Payment Date”), to the Persons in whose names the Debt Securities of this series (the “Debt Securities” or the “Floating Rate Notes”) are registered at the close of business on the March 1st, June 1st, September 1st or December 1st (whether or not a business day) next preceding such Interest Payment Date except that the regular record date for interest due on any Debt Security’s Maturity or date of earlier redemption will be that particular date. Interest on the Debt Securities will accrue from and including the most recent Interest Payment Date to which interest has been paid or duly provided for on the Debt Securities, or if no interest has been paid or duly provided for on the Debt Securities, from the Effective Date until their Stated Maturity date or earlier redemption with interest on overdue interest, if any, accruing as provided in the Indenture. The amount of interest for each day that the Floating Rate Notes are Outstanding (the “Daily Interest Amount”) shall be calculated by dividing the interest rate (expressed as a percentage per annum) in effect during the applicable Interest Period or Initial Interest Period, as applicable, by 360 and multiplying the result by the Outstanding principal amount of the Floating Rate Notes. The amount of interest to be paid on the Floating Rate Notes for any applicable period shall be calculated by adding the Daily Interest Amounts for each day in such period.

          Each Debt Security will bear interest at a rate that will be reset quarterly on each Interest Reset Date based on LIBOR as determined on the preceding Interest Determination Date and the Spread.

          The Calculation Agent will determine LIBOR on each Interest Determination Date as follows:

          (a) LIBOR during the Initial Interest Period will be determined two London Business Days prior to the Effective Date and such date will be treated as an Interest Determination Date. Thereafter, with respect to any Interest Determination Date, LIBOR will be the average of the offered rates for deposits in United States dollars having a maturity of three months beginning on the second London Business Day immediately after the Interest Determination Date that appear on the Designated LIBOR Page as of 11:00 a.m., London time, on that Interest Determination Date, if at least two offered rates appear on the Designated LIBOR Page; provided that if the specified Designated LIBOR Page by its terms provides only for a single rate, that single rate will be used. If fewer than two offered rates appear on the Designated LIBOR Page, or, if no rate appears on any page on which only one rate normally appears, LIBOR for that Interest Determination Date will be determined based on the rates on that Interest Determination Date at approximately 11:00 a.m., London time, at which deposits on that date in United States dollars for a period of three months are offered to prime

C-3

banks in the London interbank market by four major banks in that market selected by the Calculation Agent (after consultation with the Company). The offered rates must begin on the second London Business Day immediately after the Interest Determination Date commencing at approximately 11:00 a.m., London time. The Calculation Agent will request the principal London office of each of these banks to quote its rate. If the Calculation Agent receives at least two such quotations, LIBOR will be the average of those quotations.

          (b) If the Calculation Agent receives fewer than two such quotations, LIBOR will be the average of the rates quoted at approximately 11:00 a.m., in the City of New York, on the Interest Determination Date by three major banks in the City of New York selected by the Calculation Agent (after consultation with the Company). The rates will be for loans in United States dollars to leading European banks having a maturity of three months beginning on the second London Business Day after that date commencing at approximately 11:00 a.m., in the City of New York.

          (c) If fewer than three such banks provide such quotes, the rate of interest on the Debt Securities with respect to the following Interest Reset Period shall be the rate of interest as in effect on such Interest Determination Date.

          (d) Each calculation of the interest rate on the Debt Securities by the Calculation Agent shall (in the absence of manifest error) be final and binding on the Holders of the Debt Securities and the Company. All final percentages resulting from the completion of any calculation of any interest rate for the Debt Securities shall be rounded, if necessary, to the nearest one hundred thousandth of a percentage point, with five one-millionths of a percentage point rounded upward, and all U.S. dollar amounts shall be rounded to the nearest cent, with one-half cent being rounded upward.

          (e) Defined terms used in the above paragraphs have the following definitions:

          “Business Day Convention” means if any Interest Payment Date (other than one that falls on the Maturity Date or earlier redemption date) is not a Business Day, then such Interest Payment Date shall be postponed to the next succeeding Business Day unless that Business Day is in the next succeeding calendar month, in which case the Interest Payment Date shall be the immediately preceding Business Day. If any such Interest Payment Date (other than the Maturity Date or, if applicable, an earlier redemption date) is postponed or brought forward as described in the preceding sentence, the interest amount shall be adjusted accordingly and the Holder shall be entitled to more or less interest, respectively. If the Maturity Date or earlier redemption date is not a Business Day or any Interest Payment Date falls on the Maturity Date or an earlier redemption date where such dates are not Business Days, then, the principal, premium, if any, and interest payable on that date will be paid on the next succeeding Business Day; however, no additional interest will be paid due to the delay in payment.

          “Designated LIBOR Page” means the Reuters screen “LIBOR01” or such other page as may replace the Reuters screen “LIBOR01” on that service or such other page as may be nominated by the British Bankers’ Association for the purpose of displaying London interbank offered rates for U.S. dollar deposits.

          “Initial Interest Period” means the period beginning on, and including, the Effective Date and ending on, but not including, the earlier of the first Interest Payment Date or the date of an earlier redemption.

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          “Interest Determination Date” means, for each Interest Reset Date, the second London Business Day preceding such Interest Reset Date.

          “Interest Period” means the period beginning on, and including an Interest Payment Date and ending on, but not including, the following Interest Payment Date, except that the final Interest Period shall be the period beginning on, and including, the Interest Payment Date immediately preceding the Maturity Date or earlier redemption date in respect of a Floating Rate Note, as applicable, and ending on, but not including, the Maturity Date or earlier redemption date in respect of such Floating Rate Note, as the case may be.

          “Interest Reset Date” means, for each Interest Period other than the Initial Interest Period, the first day of such Interest Period. If any Interest Reset Date falls on a day that is not a Business Day, the Interest Reset Date will be the next day that is a Business Day, provided that if the next Business Day is in the next succeeding calendar month, the Interest Reset Date will be the immediately preceding Business Day.

          “London Business Day” means any day which is not a Saturday, Sunday, or a day on which commercial banking institutions are authorized or obligated by law, regulation or executive order to be closed in London.

          “Spread” means 60 basis points.

          2. Method of Payment. The Debt Securities will be payable as to principal, premium, if any, and interest at the office or agency of the Company maintained for such purpose in New York, New York, currently the corporate trust office of The Bank of New York Mellon located at 101 Barclay Street, New York, New York 10286. Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. Interest on the Debt Securities may at the option of the Company be paid by check mailed to the Persons entitled thereto at their respective addresses as such appear on the registry books of the Company, or, at the option of any Holder of $5,000,000 or more aggregate principal amount of Debt Securities and subject to applicable laws and regulations, be made by transfer to an account denominated in U.S. Dollars, maintained by such Holder, if appropriate wire transfer instructions have been received by the Company or its agent not less than ten days prior to the applicable interest payment date.

          3. Paying Agent, Registrar and Calculation Agent. Initially, The Bank of New York Mellon, the Trustee under the Indenture, will act as Paying Agent, Registrar and Calculation Agent. The Company may change any Paying Agent, Registrar or Calculation Agent without notice to any Holder. The Company may act in the capacity of Paying Agent or Registrar.

          4. Indenture. The Company issued the Debt Securities under an Indenture dated as of December 12, 2012 (the “Indenture”) between the Company, the Trustee and the Security Trustee named therein. The terms of the Debt Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). The Debt Securities are subject to all such terms, and Holders are referred to the Indenture and the Trust Indenture Act for a statement of such terms. To the extent any provision of this Debt Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Debt Securities are obligations of the Company. The Company issued $300,000,000 in aggregate principal

C-5

amount of Debt Securities on the Effective Date. This Debt Security is one of the series designated on the face hereof. Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Indenture.

          5. Optional Redemption. The Debt Securities will be redeemable at any time and from time to time, as a whole or in part, at the Company’s option, on at least 30 days’, but not more than 60 days’, prior notice mailed (or delivered in accordance with the applicable procedures of DTC) to the registered address of each Holder of the Debt Securities to be redeemed, at a redemption price equal to the applicable Make-Whole Redemption Amount, together with accrued and unpaid interest thereon to, but not including, the dated fixed for redemption.

          6. Collateral Redemption Event. If notice of redemption has been given as provided below, the Debt Securities shall become due and payable on the date and at the place or places stated in such notice at the applicable Collateral Redemption Event Amount, together with accrued and unpaid interest to, but not including, the date fixed for redemption.

           7. Notice of Redemption. Notice of redemption to the Holders of Debt Securities to be redeemed in whole or in part at the option of the Company shall be given by mailing notice of such redemption by first class mail, postage prepaid, at least 30 days and not more than 60 days prior to the date fixed for redemption to the Trustee and such Holders at their last addresses as they shall appear upon the registry books of the Company. Notices of redemption to be sent to the Holders of Debt Securities shall be sent only to the Holders of those Debt Securities to be redeemed.

          Following the occurrence of a Collateral Redemption Event, the Debt Securities shall be subject to mandatory redemption in whole but not in part no later than 30 days following such Event. Notice of such mandatory redemption shall be mailed (or otherwise delivered in accordance with the applicable procedures of the Depository) not more than five days following such Collateral Redemption Event to each Holder at its last address as it shall appear in the registry books of the Company and to the Trustee.

          8. Denominations, Transfer, Exchange. The Debt Securities are issued in minimum denominations of $1,000 increased in multiples of $1,000. The transfer of Debt Securities may be registered and Debt Securities may be exchanged as provided in the Indenture. The Company need not exchange or register the transfer of any Debt Security or portion of a Debt Security selected for redemption, except for the unredeemed portion of any Debt Security being redeemed in part. Also, the Company need not exchange or register the transfer of any Debt Securities for a period of 15 days before a selection of Debt Securities to be redeemed or during the period between a record date and the corresponding Interest Payment Date.

          9. Persons Deemed Owners. Except as provided in Section 2.04 of the Indenture, the registered Holder of a Debt Security may be treated as its owner for all purposes.

          10. Amendment, Supplement and Waiver. Subject to certain exceptions, the Indenture or the Debt Securities or the Security Documents may be amended or supplemented with the written consent of the Holders of at least a majority in principal amount of the Debt Securities of all series then outstanding which are affected by such amendment voting as a single class. Without the consent of any Holder of a Debt Security, the Indenture or the Debt Securities

C-6

may be amended or supplemented, or the Security Trustee may be directed to enter into such amendments, modifications or supplements to the Security Documents: (a) to evidence pursuant to Article Eleven of the Indenture the succession of another Person to the Company or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Company; (b) to add covenants for the benefit of the Holders of the Debt Securities or any additional Event of Default for the Debt Securities; (c) to add additional collateral as security for the Debt Securities other than as contemplated by the Security Documents; (d) to evidence the appointment of a successor Trustee or successor or additional Security Trustee; (e) to cure any ambiguity or to correct or supplement any provision contained in the Indenture or the Security Documents to the extent not inconsistent with other provisions of the Indenture or the Security Documents or otherwise amend or supplement the terms of the Debt Securities, the Indenture or the Security Documents to the extent such amendment or supplement does not adversely affect the interests of the Holders of the Debt Securities in any material respect or (f) to conform the text of the Indenture, the Security Documents or the Debt Securities to any provision in the Offering Document under the heading “Description of the Notes” to the extent that such provision was intended to be a verbatim recitation of a provision of the Indenture, the Security Documents or the Debt Securities.

          11. Defaults and Remedies. Events of Default are set forth in the Indenture.

          12. Trustee Dealings with Company. The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Company or its Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not the Trustee.

          13. No Recourse Against Others. A director, officer, employee, incorporator or stockholder, of the Company or any Grantor, as such, shall not have any liability for any obligations of the Company under the Debt Securities or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Debt Security waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the Debt Securities.

          14. Authentication. This Debt Security shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.

          15. Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

          16. CUSIP Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Debt Securities and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Debt Securities or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

          17. Governing Law. THIS DEBT SECURITY SHALL BE DEEMED A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK, AND FOR ALL

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PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF SAID STATE.

          The Company will furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to:

General Electric Capital Corporation
201 High Ridge Road
Stamford, Connecticut 06927
Attention: Senior Vice President Corporate Treasury and Global Funding Operation

C-8

To assign this Debt Security, fill in the form below:

I or we assign and transfer this Debt Security to:

          (Print or type assignee’s name, address and zip code)

          (Insert assignee’s soc. sec. or tax I.D. No.)

and irrevocably appoint                    agent to transfer this Debt Security on the books of the Company. The agent may substitute another to act for him.

Date:	Your Signature:
		Sign exactly as your name appears on the other side of this Debt Security.

C-9

[TO BE ATTACHED TO GLOBAL DEBT SECURITIES]

SCHEDULE OF INCREASES OR DECREASES IN GLOBAL DEBT SECURITY

          The initial principal amount of this Global Debt Security is $_________. The following increases or decreases in this Global Security have been made:

Date of Exchange Amount of decrease in
Principal Amount of
this Global Debt
Security Amount of increase in
Principal Amount of
this Global Debt
Security Principal amount of
this Global Debt
Security following
such decrease or
increase Signature of
authorized signatory of
Trustee or Securities
Custodian

C-10

EX-4.5

Exhibit 4.5

EXECUTION VERSION

AIRCRAFT MORTGAGE AND SECURITY

AGREEMENT

DATED AS OF DECEMBER 12, 2012

AMONG

THE INITIAL GRANTORS LISTED ON THE
SIGNATURE PAGES HERETO

AND

THE ADDITIONAL GRANTORS REFERRED TO HEREIN
AS THE GRANTORS

AND

WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION,
AS SECURITY TRUSTEE

GENERAL ELECTRIC CAPITAL CORPORATION

SENIOR SECURED NOTES DUE 2015 AND 2019

CONTENTS

Clause		Page
ARTICLE I DEFINITIONS		1
Section 1.01.	Definitions	1
Section 1.02.	Construction and Usage	17
ARTICLE II SECURITY		18
Section 2.01.	Grant of Security	18
Section 2.02.	Security for Obligations	19
Section 2.03.	Representations and Warranties of the Grantors	19
Section 2.04.	Grantors Remain Liable	21
Section 2.05.	Delivery of Collateral; Chattel Paper and “Precautionary” UCC Financing Statements	21
Section 2.06.	As to the Assigned Leases	22
Section 2.07.	Cash Collateral Account	23
Section 2.08.	Required Cape Town Registrations; FAA Filings; Further Assurances	24
Section 2.09.	Records	29
Section 2.10.	International Registry Requirements for Leases	29
Section 2.11.	Liens	29
Section 2.12.	Security Trustee Appointed Attorney-in-Fact	29
Section 2.13.	Security Trustee May Perform	30
Section 2.14.	Covenant to Pay	30
Section 2.15.	Delivery of Collateral Supplements	30
Section 2.16.	Operational Covenants	31
Section 2.17.	Insurance	32
Section 2.18.	Changes to the Designated Pool; Intermediate Lessees; Additional Grantors	32
Section 2.19.	Protection of Security Interest of the Security Trustee	37
Section 2.20.	Change of Name, etc.	38
Section 2.21.	Ownership, Operation and Leasing of Pool Aircraft	38
Section 2.22.	Representations Regarding Operation	39
Section 2.23.	Compliance with Laws, Etc.	39
Section 2.24.	Information	39
Section 2.25.	Operation in the Ordinary Course	40

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ARTICLE III REMEDIES		40
Section 3.01.	Remedies	40
Section 3.02.	Priority of Payments	41
Section 3.03.	Action on Instructions	41
Section 3.04.	Excluded Property	41
ARTICLE IV SECURITY INTEREST ABSOLUTE		42
Section 4.01.	Security Interest Absolute	42
Section 4.02.	Solvency	42
ARTICLE V THE SECURITY TRUSTEE		43
Section 5.01.	Authorization and Action	43
Section 5.02.	Representations or Warranties	44
Section 5.03.	Reliance; Agents; Advice of Counsel	44
Section 5.04.	Cape Town Convention	46
Section 5.05.	No Individual Liability	46
ARTICLE VI SUCCESSOR SECURITY TRUSTEE		46
Section 6.01.	Resignation and Removal of the Security Trustee	46
Section 6.02.	Appointment of Successor	46
ARTICLE VII INDEMNITY AND EXPENSES		47
Section 7.01.	Indemnity	47
Section 7.02.	Secured Parties’ Indemnity	48
Section 7.03.	No Compensation from Secured Parties	49
Section 7.04.	Security Trustee Fees	49
ARTICLE VIII MISCELLANEOUS		49
Section 8.01.	Amendments; Waivers; Etc.	49
Section 8.02.	Addresses for Notices	50
Section 8.03.	No Waiver; Remedies	50
Section 8.04.	Severability	51
Section 8.05.	Continuing Security Interest; Assignments	51
Section 8.06.	Release and Termination	51
Section 8.07.	Compliance with TIA	52
Section 8.08.	Currency Conversion	53
Section 8.09.	Governing Law	53
Section 8.10.	Jurisdiction; Consent to Service of Process	54
Section 8.11.	Counterparts	54

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Section 8.12.	Table of Contents, Headings, Etc.	54
Section 8.13.	Non-Invasive Provisions; Engine Substitutions; Certain Collateral Related Matters	54
Section 8.14.	Limited Recourse	57

SCHEDULES
Schedule I	Aircraft Objects
Schedule II	List of Trust Agreements
Schedule III	Trade Names
Schedule IV	Location of Grantors
Schedule V	Insurance
Schedule VI	Aircraft Leases
EXHIBITS
Exhibit A-1	Form of Collateral Supplement
Exhibit A-2	Form of Grantor Supplement
Exhibit B	Form of FAA Aircraft Mortgage
Exhibit C	Form of FAA Aircraft Mortgage and Lease Security Assignment
Exhibit D	Form of FAA Lease Security Assignment
Exhibit E-1	Form of Notice of Security Assignment [and Agreement of Quiet Enjoyment]
Exhibit E-2	Form of Lessee Acknowledgment
Exhibit F	Form of Account Control Agreement

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          THIS AIRCRAFT MORTGAGE AND SECURITY AGREEMENT (this “Agreement”), dated as of December 12, 2012, is made among the INITIAL GRANTORS listed on the signature pages hereto (the “Initial Grantors”) and the ADDITIONAL GRANTORS who from time to time become grantors under this Agreement (together with the Initial Grantors, the “Grantors”), and WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, a national banking association (“Wells Fargo”), as the security trustee (in such capacity, and together with any permitted successor or assign thereto or any permitted replacement thereof, the “Security Trustee”).

PRELIMINARY STATEMENTS:

          (1) GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, as Issuer (the “Issuer”), The Bank of New York Mellon, as Trustee, and the Security Trustee have entered into the Indenture dated as of December 12, 2012 (the “Indenture”), pursuant to which the Issuer will issue the 2015 Secured Notes (as defined below) and 2019 Secured Notes (as defined below).

          (2) The Grantors, being direct or indirect wholly-owned subsidiaries (including Owner Trusts (as defined below)) of the Issuer, on the date hereof, and may from time to time hereafter, wish to grant security for the benefit of the Trustee, the Security Trustee and the Holders of such 2015 Secured Notes (as defined below) and such 2019 Secured Notes (as defined below), all in accordance with and subject to the terms and conditions of this Agreement.

          (3) The Issuer has agreed pursuant to the Indenture, and it is a condition precedent to the issuance of the Secured Notes by the Issuer under the Indenture, that the Grantors enter into this Agreement.

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

          (5) Wells Fargo is willing to act as the Security Trustee under this Agreement.

          NOW, THEREFORE, in consideration of the premises, each Grantor hereby agrees with the Security Trustee for its benefit and the benefit of the other Secured Parties, and the Security Trustee hereby agrees on its own behalf and on behalf of the other Secured Parties, as follows:

ARTICLE I

DEFINITIONS

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

“2015 Secured Notes” means the 1.000% Senior Secured Notes Due 2015 and the Floating Rate Senior Secured Notes Due 2015 issued by the Issuer pursuant to the Indenture.

“2019 Secured Notes” means the 2.100% Senior Secured Notes Due 2019 issued by the Issuer pursuant to the Indenture.

“Account Collateral” has the meaning specified in Section 2.01(d).

“Account Control Agreement” means, if any of the Account Collateral is not held by the Security Trustee as provided in Section 2.07 as determined by any Grantor or the Security Trustee, one or more account control agreements substantially in the form of Exhibit F hereto to be entered into among the applicable Grantor or Grantors, the Security Trustee and the applicable depository/securities intermediary, for the holding of cash Collateral hereunder as and when required to be deposited hereunder.

“Acquisition Agreement” means any agreement to provide warranties or any assignment of warranties in connection with any lease or agreement pursuant to which a Pool Aircraft has been or will be acquired by a Grantor.

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

“Additional Pool Aircraft” means any Pool Aircraft added to the Designated Pool after the Effective Date pursuant to Sections 2.18(b), (c), (f), (h), (i) and (j).

“Affiliate” means, with respect to any specified Person, any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, ‘‘control’’ when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms ‘‘controlling’’ and ‘‘controlled’’ have meanings correlative to the foregoing.

“Agreed Currency” has the meaning specified in Section 8.08.

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

“Aircraft Collateral” means all Collateral subject to this Agreement.

“Aircraft Documents” means all technical data, manuals and log books, and all inspection, modification and overhaul records and other service, repair, maintenance and technical records in respect of a Pool Aircraft that are Owned by a Grantor and required pursuant to applicable law to be maintained with respect to such Pool Aircraft, and such term shall include all additions, renewals, revisions and replacements of any such materials from time to time required to be made pursuant to applicable law, and in each case in whatever form and by whatever means or medium (including microfiche, microfilm, paper or computer disk) such materials may be maintained or retained by the relevant Lessee.

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

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“Airframe” means, individually, each of the airframes described on Schedule I hereto, as supplemented and amended by each Collateral Supplement or Grantor Supplement.

“Appraisal” means with respect to any Pool Aircraft, a “desk top” appraisal of such Pool Aircraft by a Qualified Appraiser, which appraisal opines as to the Base Value of such Pool Aircraft, assuming that such Pool Aircraft is in “half-time” remaining maintenance condition life.

“Appraised Value” means, with respect to any Pool Aircraft as of any date of determination thereof, the value of such Pool Aircraft as of such date, calculated by taking the lesser of the average and the median of the most recent three Appraisals conducted with respect to such Pool Aircraft.

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

“Base Value” means, with respect to a Pool Aircraft, the value, expressed in dollars, of such Pool Aircraft, determined on the basis of an open, unrestricted, stable market environment with a reasonable balance of supply and demand and with full consideration of such Pool Aircraft’s “highest and best use”, presuming an arm’s length, cash transaction between willing, able and knowledgeable parties, acting prudently, with an absence of duress and with a reasonable period of time available for remarketing.

“Business Day” means any day that is not a Saturday, Sunday or other day on which banking institutions are generally authorized or obligated by law or regulation to close in New York City.

“Cape Town Convention” means, collectively, the Convention and the Protocol, together with all regulations and procedures issued in connection therewith, and all other rules, amendments, supplements, modifications, and revisions thereto (in each case using the English language version).

“Cape Town Lease” means (i) any Lease or Intermediate Lease that has been entered into, extended, assigned or novated after March 1, 2006 (or such later date as the Cape Town Convention may be given effect under the law of any applicable jurisdiction) with a Cape Town Lessee and (ii) any Lease or Intermediate Lease that has been entered into, extended, assigned or novated after March 1, 2006 (or such later date as the Cape Town Convention may be given effect under the law of any applicable jurisdiction) with a Lessee that is not a Cape Town Lessee where the related Airframe Aircraft Object leased thereunder pertains to a Pool Aircraft that is registered in a “Contracting State,” provided that a Lease or Intermediate Lease described in this clause (ii) shall constitute a Cape Town Lease only in respect of such Airframe.

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

“Cash Collateral Account” means, collectively, the account defined as such in Section 2.07, and each account described in each applicable Account Control Agreement.

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

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

“Collateral” has the meaning specified in Section 2.01.

“Convention” means the Convention on International Interests in Mobile Equipment signed in Cape Town, South Africa on November 16, 2001.

“Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“Debt-to-Collateral Value Ratio” means, as of any date of determination, the ratio of (i) the aggregate principal amount of the Outstanding Secured Notes as of such date of determination (which in the case of any defeasance, shall not include the aggregate principal amount of the defeased series of Secured Notes for which cash and U.S. Government Obligations have been deposited), divided by (ii) the sum of (x) the aggregate Appraised Value of all Pool Aircraft included in the Designated Pool and in compliance with the Express Perfection Requirements as of such date of determination and reflected in the most recent Appraisals delivered pursuant to the Indenture and/or the Security Documents plus (y) the amount of any cash Collateral held in any Cash Collateral Account (which in the case of any defeasance, shall not include the amount of cash and U.S. Government Obligations deposited with respect to the defeased series of Secured Notes).

“Designated Pool” means the pool of aircraft consisting of the Pool Aircraft Owned by a Grantor on the Effective Date and listed on Schedule I hereto, and thereafter as amended, restated or supplemented from time to time pursuant to Sections 2.15, 2.18 and/or 8.01.

“Effective Date” means the date of initial issuance of the Secured Notes.

“Eligible Institution” means (a) Wells Fargo in its capacity as the Security Trustee or Securities Intermediary under this Agreement; (b) any bank or other financial institution not organized under the laws of the United States so long as it has either (i) a long-term unsecured debt rating of A or better by Standard & Poor’s and A2 or better by Moody’s or (ii) a short-term unsecured debt rating of A-1+ by Standard & Poor’s and P-1 or better by Moody’s; or (c) any bank or other financial institution organized under the laws of the United States or any state thereof, or the District of Columbia (or any branch of a foreign bank licensed under any such laws), so long as it (i) has either (A) a long-term unsecured debt rating of A (or the equivalent) or better by each of Standard & Poor’s and Moody’s or (B) a short-term unsecured debt rating of A-l+ by Standard & Poor’s and P-1 by Moody’s and (ii) can act as a securities intermediary under the UCC.

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“Eligible Lease” means a lease (other than an Intermediate Lease) of a Pool Aircraft containing terms and conditions and otherwise in a form consistent with Leasing Company Practice with respect to similar aircraft under lease, taking into consideration, among other things, the identity of the relevant lessee (including operating experience), the age and condition of such Pool Aircraft and the jurisdiction in which such Pool Aircraft will be operated or registered.
“Eligible Person” means, subject to the Local Requirements Exception, any direct or indirect wholly-owned Subsidiary of the Issuer, including any Owner Trust.
“Enforcement Event” is in existence and continuing at any particular time of determination if either:
(a)	at such time both an Event of Default shall have occurred and be continuing and all of the series of Secured Notes shall have been accelerated, provided that any Enforcement Event arising under this clause (a) shall cease to be in existence and continuing if such acceleration shall have been rescinded as provided in the Indenture or if the principal amount of the Secured Notes and all accrued and unpaid interest thereon, and any related premium, if any, on such Secured Notes shall be paid in full; or
(b)	at such time an Event of Default shall have occurred and be continuing resulting from any failure to pay the principal amount of and premium, if any, on the Secured Notes of any series, and related accrued and unpaid interest, upon the Maturity of such series.
“Engine” means, individually, each of the aircraft engines described on Schedule I hereto, as supplemented and amended by each Collateral Supplement or Grantor Supplement.
“Event of Default” means any Event of Default (as defined in the Indenture) with respect to the Secured Notes.
“Event of Loss” means with respect to any Pool Aircraft (a) if the same is subject to a Lease, a “Total Loss,” “Casualty Occurrence” or “Event of Loss” or the like (in each case, however so defined in such Lease) and receipt by the applicable Grantor (or any Affiliate thereof) of payment from the Lessee in the amount required under such Lease; or (b) if the same is not subject to a Lease, (i) its actual, constructive, compromised, arranged or agreed total loss, (ii) its destruction, damage beyond repair or being rendered permanently unfit for normal use for any reason whatsoever, (iii) requisition for title, confiscation, forfeiture or any compulsory acquisition or seizure or requisition for hire (other than a confiscation, compulsory acquisition or seizure or requisition for hire for a consecutive period not exceeding 180 days) by or under the order of any government (whether civil, military or de facto) or public or local authority in each case other than by the United States or (iv) its hijacking, theft or disappearance, resulting in loss of possession by the owner or operator thereof for a period of 180 consecutive days or longer. An Event of Loss with respect to any Pool Aircraft shall be deemed to occur on the date on which such Event of Loss is deemed pursuant to the relevant Lease to have

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occurred and payment from the Lessee in the amount required under such Lease has been received by the applicable Grantor (or any Affiliate thereof) or, if such Lease does not so deem or if the relevant Pool Aircraft is not subject to a Lease, (A) in the case of an actual total loss or destruction, damage beyond repair or being rendered permanently unfit, the date on which such loss, destruction, damage or rendering occurs (or, if the date of loss or destruction is not known, the date on which the relevant Pool Aircraft was last heard of); (B) in the case of a constructive, compromised, arranged or agreed total loss, the earlier of (1) the date 30 days after the date on which notice claiming such total loss is issued to the insurers or brokers and (2) the date on which such loss is agreed or compromised by the insurers; (C) in the case of requisition of title, confiscation, restraint, detention, forfeiture, compulsory acquisition or seizure, the date on which the same takes effect; (D) in the case of a requisition for hire, the expiration of a period of 180 days from the date on which such requisition commenced (or, if earlier, the date upon which insurers make payment on the basis of such requisition); or (E) in the case of clause (iv) above, the final day of the period of 180 consecutive days referred to therein.

“Excluded Property” shall mean (a) proceeds of public liability insurance (or indemnities in lieu thereof from any Governmental Authority or other Person (including the Manufacturer, the Lessee and any sublessee of the Lessee)) paid or payable as a result of insurance claims made, or losses suffered, by any Grantor or the Issuer or their Affiliates, (b) proceeds of insurance maintained by any Grantor or the Issuer or their Affiliates for its or their own account or benefit (whether directly or through a Grantor) and not required by this Agreement and proceeds of insurance in excess of the amounts required hereunder, (c) the proceeds of any requisition for hire not required to be paid to the Security Trustee, (d) any general, Tax or other indemnity payments, expenses, reimbursements and similar payments and interest in respect thereof paid or payable in favor of any Grantor or the Issuer or their Affiliates or their respective successors or assigns, officers, directors, employees, agents, managers and servants, including any such payments pursuant to any Assigned Lease or sublease, (e) (i) any security interest or other Lien held by a Grantor, the Issuer or any of its Affiliates (or any agent or trustee therefor) in any assets of a Lessee (including the security assignment of any sublease) or any sublessee thereof or of any of their Affiliates (other than the Security Deposit under an Assigned Lease, or a letter of credit constituting a Related Collateral Document in lieu thereof), and the agreements evidencing the same, and (ii) any other credit support of any nature provided to or for the benefit of any Grantor or the Issuer or any of their Affiliates (other than a guarantee constituting a Related Collateral Document in respect of an Assigned Lease), and the agreements evidencing the same, (f) any interest that pursuant to an Assigned Lease or otherwise may from time to time accrue in respect of any of the amounts described in clauses (a) through (d) above, (g) all tax indemnity agreements, residual agreements, supplemental residual agreements, deficiency agreements, supplemental deficiency agreements, contracts with respect to third party service providers and Acquisition Agreements and all rights and payments and performance thereunder, (h) all rights to enforce, and to the proceeds from the enforcement of any right to enforce, the payment and performance of any amount or document described in clauses (a) to (g) above or any Lien on assets or credit support described above, and (i) any right to exercise any election, option or right or make any decision or determination,

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or to give or receive any notice, consent, waiver or approval, or to take any other action in respect of, but in each case, only to the extent relating to, any Excluded Property.

“Express Perfection Requirements” means (a) with respect to each Pool Aircraft and the related Assigned Leases, the Required Cape Town Registrations pursuant to Section 2.08(c) of this Agreement, UCC Financing Statement filings, the execution and delivery to each Lessee of a Lessee Notice and the exercise of commercially reasonable efforts to procure, as promptly as practicable, a Lessee Acknowledgment; provided, however, that if a Lessee Acknowledgment with respect to a Lease of an Initial Pool Aircraft pursuant to which the leasing of such Pool Aircraft is in effect on the Effective Date cannot be procured from a Lessee after the exercise of commercially reasonable efforts, then, so long as the Issuer certifies to the Security Trustee that the Lessee received the Lessee Notice and that a lessee acknowledgement or consent is not required by the Lessee under the Lease or applicable Law in order for the lessor or the owner of the Pool Aircraft to grant the Lien in such Pool Aircraft or Lease contemplated hereby, such Lessee Acknowledgment shall not be required; provided, further, however, that, in the case of an Additional Pool Aircraft or a Lease of a Pool Aircraft pursuant to which the leasing of the Pool Aircraft thereunder commences after the Effective Date, the Lessee shall deliver the Lessee Acknowledgement therefor within 180 days after such Additional Pool Aircraft is added to the Designated Pool or the commencement of the leasing of such Pool Aircraft in the case of a Lease pursuant to which the leasing of the Pool Aircraft thereunder commences after the Effective Date, as the case may be; (b) with respect to each Pool Aircraft whose country of registration is the United States and the related Assigned Leases, the applicable FAA filings required pursuant to Section 2.08(d) of this Agreement; (c) with respect to each Pool Aircraft registered in any country that has not Ratified the Cape Town Convention, the Issuer has delivered a certificate of an officer of the Issuer to the Security Trustee, in which the Issuer certifies and represents that all actions have been taken (including the execution, delivery, registration and/or filing of any Security Documents and, if so required, related documents governed by the laws of the jurisdiction of registration of such Pool Aircraft, and all other necessary filings and/or recordings on the local aviation or other applicable register or other actions in the jurisdiction of registration of the applicable Pool Aircraft) that are necessary for the security interests under this Agreement in favor of the Security Trustee (for the benefit of the Secured Parties) in the applicable Aircraft Collateral as security for the Secured Obligations, to be recognized under the laws of such jurisdiction of registration, and enforceable in such jurisdiction against the applicable Grantors and creditors of and purchasers from such Grantors, and all such actions have been taken; provided, that, the Grantors may elect not to comply with the requirements of this clause (c) with respect to any Pool Aircraft the Appraised Value in respect of which, when added to the Appraised Value of any other Pool Aircraft as to which the Grantors have made this election, shall not cause the aggregate amount of Appraised Values of all Pool Aircraft as to which the Grantors have made an election under this proviso to exceed 3% of the aggregate Appraised Value under the Appraisals available on the Effective Date; (d) with respect to each Grantor not organized under the laws of the United States or a state thereof, the Issuer has delivered a certificate of an officer of the Issuer to the Security Trustee, in which the Issuer certifies and represents that all actions have been taken (including the execution, delivery, registration and/or filing of any Security

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Document, and, if so required, related documents governed by the laws of the jurisdiction of organization of such Grantor, and all other necessary filings and/or recording on any applicable registry or other action in the jurisdiction of the organization of the applicable Grantor) that are necessary for the security interests under this Agreement in favor of the Security Trustee (for the benefit of the Secured Parties) in the Collateral in which such Grantor has any right, title or interest as security for the Secured Obligations to be recognized under the laws of such jurisdiction of organization, and enforceable in such jurisdiction against the applicable Grantor and creditors of and purchasers from such Grantor, and all such actions by the Issuer or the applicable Grantor have been taken; and (e) with respect to any Account Collateral, if a Cash Collateral Account is not held by the Security Trustee pursuant to Section 2.07, the execution and delivery of the Account Control Agreement in respect of such Cash Collateral Account and in each case the filing of a UCC Financing Statement naming the applicable Grantor as the debtor and the Security Trustee as the secured party and identifying the Account Collateral as the collateral in the jurisdiction of the location (for purposes of Section 9-307 of the UCC) of such Grantor. The Express Perfection Requirements do not require any actions, filings, registrations or recordings with respect to any subleases of Pool Aircraft or sublease assignments with respect thereto.

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

“FAA Aircraft Mortgage and Lease Security Assignment” means an FAA Aircraft Mortgage and Lease Security Assignment with respect to a Pool Aircraft substantially in the form attached as Exhibit C hereto.

“FAA Aircraft Mortgage” means an FAA Aircraft Mortgage with respect to a Pool Aircraft substantially in the form attached as Exhibit B hereto.

“FAA Lease Security Assignment” means an FAA Lease Security Assignment with respect to an Assigned Lease of a Pool Aircraft in substantially the form attached as Exhibit D hereto.

“GAAP” means generally accepted accounting principles as in effect from time to time in the United States, applied on a basis consistent (except for changes concurred in by the Issuer’s independent public accountants) with the most recent audited consolidated financial statements of the Issuer.

“GECAS” means, collectively, GE Capital Aviation Services LLC, GE Capital Aviation Services Limited, and their successors and assigns.

“Governmental Authority” means the government of the United States, any other nation or any state, locality or political subdivision of the United States or any other nation, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

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

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

“Holder” or “holder of Secured Notes” or other similar terms means the Person in whose name at the time a registered Secured Note is registered on the books of the Issuer kept for that purpose in accordance with the terms of the Indenture.

“Indemnifying Holders” has the meaning set forth in Section 7.02.

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

“Initial Pool Aircraft” means the Pool Aircraft Owned by each Grantor and identified by its Airframe and Engines on Schedule I hereto as of the Effective Date.

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

“Intermediate Lease” means, in respect of any Pool Aircraft, the lease (if any) to be entered into between the Grantor that Owns such Pool Aircraft (as lessor) and an Intermediate Lessee (as lessee).

“Intermediate Lessee” means, in respect of any Lease of a Pool Aircraft, a Person (other than the Grantor that Owns such Pool Aircraft) which, subject to the Local Requirements Exception, is wholly owned, directly or indirectly, by the Issuer and which the Issuer may determine is an Intermediate Lessee in accordance with the provisions of Section 2.18(d).

“International Registry” has the meaning given to it in the Cape Town Convention.

“Ireland” means the Republic of Ireland.

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

“Laws” means, collectively, all international, foreign, federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

“Lease” means a lease agreement relating to any Pool Aircraft, which is listed on Schedule VI hereto, as such schedule is supplemented or amended (or, if not so supplemented or amended, required to be supplemented or amended) pursuant to the terms hereof from time to time, including to reference a successor or replacement lease agreement, between a Grantor or Intermediate Lessee (each as lessor), and a lessee, in each case together with all schedules, supplements and amendments thereto and each other document, agreement and instrument related thereto (excluding any sublease) that

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constitutes part of the “lease contract” (as defined in Section 2A-103(l) of the UCC) with respect to such Pool Aircraft, but excluding all Excluded Property.

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

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

“Leasing Company Practice” means, in relation to a Pool Aircraft and any particular issue or matter, the customary commercial practice of GECAS, having regard to the customary commercial practice that GECAS applies under similar circumstances in respect of other aircraft owned by it or its Affiliates and not subject to this Agreement, as such practice may be required to be adjusted by the requirements of the Indenture, this Agreement and the other Security Documents, including the requirements in respect of Collateral.

“Lessee” means any party to a Lease or Intermediate Lease as lessee thereunder.

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

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

“Lien” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset (excluding, however, for purposes of clarification, the contract rights of any Person against the Issuer or a Grantor under any credit support, guarantee, indemnity, residual agreement or similar document or instrument, in each case constituting a part of the Excluded Property, whether arising by way of subrogation or otherwise), (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities.

“Local Requirements Exception” means an exception for any equity interests of a Grantor or title to a Pool Aircraft to be held by directors, trustees, nominees, conditional vendors or similar persons under similar arrangements in order to meet local nationality or other local requirements regarding registration or ownership of aircraft or to minimize the impact of any Taxes on the applicable Grantor or Lessee.

“Maintenance Rent” means, with respect to any Pool Aircraft, any payments based on usage in respect of such Pool Aircraft (or its engines or other parts) payable by the Lessee

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and/or sublessee of such Pool Aircraft for the purpose of paying, contributing to, reserving or calculating potential liability in respect of payments for future maintenance and repair of such Pool Aircraft.

“Manufacturer” means the manufacturer of the applicable Airframe or Engine and any successor thereof.

“Maturity” has, when used with respect to any Secured Notes, the meaning given to such term in the Indenture.

“Measurement Period” means each six month period starting on January 1 and July 1 of each year (other than the initial Measurement Period which shall be from the date hereof through June 30, 2013).

“Officer’s Certificate” has the meaning given to such term in the Indenture.

“Outstanding” has, when used with respect to any Secured Notes, the meaning given to such term in the Indenture.

“Own” means, with respect to any Pool Aircraft, to hold title to such Pool Aircraft. The terms “Ownership” and “Owned by” have a correlative meaning.

“Owner Trust” means any contractual or statutory trust, 100% of the beneficial ownership of which trust is held by the Issuer or a Subsidiary of the Issuer (subject to the Local Requirements Exception); moreover, where the context so requires, references to an “Owner Trust” shall be a reference to the owner trustee of such Owner Trust.

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

“Permitted Liens” means:

(a)	any Lien for Taxes if (i) such Taxes shall not be due and payable, or (ii) such Taxes are being disputed in good faith or contested in good faith by appropriate proceedings and reserves required by GAAP have been made therefor;
(b)	any Lien in respect of any Pool Aircraft for any fees or charges of any airport, air navigation or similar authority arising by statute or operation of law if (i) the payments for such fees or charges are not yet due or payable or (ii) such fees or charges are being disputed in good faith or contested in good faith by appropriate proceedings and reserves required by GAAP have been made therefor;

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(c)	in respect of any Pool Aircraft, any repairer’s, carrier’s or hangar keeper’s, warehousemen’s, mechanic’s or materialmen’s Lien or employee and other like Liens arising in the ordinary course of business by operation of law or under customary terms of repair or modification agreements or any engine or parts-pooling arrangements or other similar Liens if the payment for such Liens (i) is not due and payable or (ii) is not overdue for payment having regard to the relevant trade, in circumstances where no enforcement action against the Pool Aircraft has yet been taken by the relevant holder of the Lien or (iii) is disputed in good faith or contested in good faith by appropriate proceedings and reserves in accordance with GAAP have been made therefor;
(d)	any Lien assigned to or created in favor of the Security Trustee, for the benefit of the Secured Parties pursuant to the Indenture, this Agreement or other Security Documents;
(e)	any Lien affecting any Pool Aircraft (other than a Lien for Taxes) arising out of judgments or awards against the Issuer or any of the Grantors with respect to which at the time the period to file an appeal has not expired or an appeal is being presented in good faith and with respect to which within sixty (60) days thereafter there shall have been secured a stay of execution pending such appeal, and then only for the period of such stay, and reserves required in accordance with GAAP have been made therefor;
(f)	any permitted lien or encumbrance, as defined under any lease or sublease of a Pool Aircraft (other than Liens created by a Grantor except as described in this definition);
(g)	the respective rights of a Grantor and the lessee or any third party that owns or leases equipment installed on a Pool Aircraft under any lease relating to a Pool Aircraft, including any assignment of the relevant warranties relating to a Pool Aircraft (including restrictions on the Grantor’s right to grant a lien on or to transfer the applicable Lease or Pool Aircraft) (and the rights of any sublessee under any sublease relating to such lease) and the documents related thereto;
(h)	rights of insurers (or governmental indemnitors in lieu thereof) under insurance policies (or governmental indemnities in lieu thereof) carried by a Lessee or sublessee, or the customary rights of insurers (or governmental indemnitors in lieu thereof) under insurance policies (or governmental indemnities in lieu thereof) carried by any Grantor, the Issuer or an Affiliate thereof, in respect of a Pool Aircraft;
(i)	the interests of a voting or owner trustee, as applicable, or of an Intermediate Lessee in connection with the relevant Intermediate Lessee, including the interests of any Person in respect of any arrangements under the Local Requirements Exception;

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(j)	any Lien bonded against by any Grantor, the Issuer or any Affiliate thereof, any Lessee or sublessee, or other similar third party security (which does not itself result in a Lien on a Pool Aircraft or any part thereof);
(k)	pledges of non-Aircraft Collateral or deposits required under a Lease to secure payment obligations of the applicable Grantor under that Lease;
(l)	any Lease entered into prior to the Effective Date;
(m)	any Eligible Lease or Intermediate Lease;
(n)	any Lien resulting from or constituting any Third Party Event;
(o)	any head lease, lease, conditional sale agreement, purchase or sale agreement or purchase option granted by a Grantor or the Issuer or an Affiliate of either of them as to the leasing, purchase or sale of any Pool Aircraft or part thereof existing on the date such Pool Aircraft becomes such or thereafter granted in accordance with Leasing Company Practice and as to which the leasing, purchase or sale transaction contemplated thereby has not yet been effected; and
(p)	Liens not consensually created or granted by a Grantor or any of its Affiliates not otherwise constituting Permitted Liens under clauses (a) through (o) of this definition so long as the aggregate outstanding amount of the obligations secured thereby in respect of all Pool Aircraft does not exceed $100,000,000 at any one time.

“Person” means any individual, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

“Pool Aircraft” means, as of any date, the aircraft consisting of the Initial Pool Aircraft and the Additional Pool Aircraft, listed on Schedule I hereto, as amended, restated or supplemented from time to time pursuant to Sections 2.15, 2.18 and/or 8.01.

“Post-Petition Interest” means any interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency or reorganization of the Issuer or any one or more of the Grantors (or would accrue but for the operation of applicable Debtor Relief Laws), whether or not such interest is allowed or allowable as a claim in any such proceeding.

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

“Qualified Appraiser” means, with respect to Appraisals used to calculate the Debt-to-Collateral Value Ratio and with respect to Appraisals for any other purpose under or in connection with the Indenture, this Agreement or the Security Documents, each of AVITAS, Inc., BK Associates, Inc., Morten Beyer & Agnew, Inc. and/or any other

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nationally recognized independent appraisal firms selected and retained by the Issuer, each of which appraisers is deemed approved by the Trustee under the Indenture.

“Ratify” means ratification by any applicable jurisdiction of the Cape Town Convention. The term “Ratified” has a correlative meaning.

“Received Currency” has the meaning specified in Section 8.08.

“Related Collateral Documents” means, in respect of the Lease of any Pool Aircraft Owned by a Grantor, a letter of credit delivered to such Grantor pursuant to such Lease in lieu of a Security Deposit under such Lease or a third-party or bank guarantee provided to such Grantor pursuant to such Lease, in each case by or on behalf of the Lessee thereunder to secure the obligations of such Lessee solely under such Lease, and in each case to the extent assignable without the consent of a third party, but excluding all Excluded Property.

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

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

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

“Replaced Aircraft” has the meaning set forth in Section 2.18(b).

“Replacement Aircraft” has the meaning set forth in Section 2.18(b).

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

“Requirement of Law” means, as to any Person, any Law applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject, including, without limitation, each applicable foreign aviation law applicable to such Person or the aircraft owned or operated by it or as to which it has a contractual responsibility.

“Rights” has the meaning set forth in Section 2.06(d).

“Secured Notes” means, collectively, the 2015 Secured Notes and the 2019 Secured Notes.

“Secured Obligations” means (i) all principal of and premium, if any, on the Secured Notes Outstanding from time to time under the Indenture and all accrued unpaid interest (including Post-Petition Interest) on the Secured Notes Outstanding under the Indenture, (ii) all other amounts now or hereafter payable by the Issuer to the Holders of the Secured Notes or the Trustee under the Indenture, including, without limitation, amounts owing to the Trustee for its fees, expenses, indemnities or other amounts and (iii) any fees, expenses, indemnities or other amounts now or hereafter payable by the Issuer to the

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Security Trustee under the Security Documents or for acting in its capacity as such pursuant to a separate agreement among such parties, in each case, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising.

“Secured Party” means (i) the Security Trustee, on behalf of itself, (ii) the Trustee, on behalf of itself, and (iii) the Holders of the Secured Notes from time to time Outstanding.

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

“Securities Intermediary” means (i) for purposes of Section 2.07, the Security Trustee and (ii) any “securities intermediary” as defined in 31 C.F.R. Section 357.2 or Section 8-102(a)(14) of the UCC.

“Security Deposit” means any security deposits and any payments made to reinstate security deposits payable by any Lessee under a Lease, in each case to secure the obligations of such Lessee solely under such Lease.

“Security Documents” means this Agreement and each other agreement, supplement, instrument or document executed and delivered pursuant to Section 2.18 or 2.19 to secure any of the Secured Obligations.

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

“Solvent” means, with respect to any Person, that as of the date of determination, both (i) (a) the sum of such Person’s debts (including contingent liabilities) does not exceed the present fair saleable value of such Person’s present assets; (b) such Person’s capital is not unreasonably small in relation to its business as contemplated on the Effective Date; and (c) such Person has not incurred and does not intend to incur, or believe that it will incur, debts beyond its ability to pay such debts as they become due (whether at maturity or otherwise); and (ii) such Person is “solvent” within the meaning given that term and similar terms under the Bankruptcy Code and applicable laws relating to fraudulent transfers and conveyances. For purposes of this definition, the amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability (irrespective of whether such contingent liabilities meet the criteria for accrual under Statement of Financial Accounting Standard No. 5).

“Subsidiary” means (i) any corporation of which the Issuer or any Grantor directly or indirectly owns or controls at that time at least a majority of the outstanding stock having under ordinary circumstances (not dependent upon the happening of a contingency) voting power to elect a majority of the board of directors of such corporation or (ii) any other Person (other than a corporation) in which the Issuer or any Grantor directly or indirectly has at least a majority ownership interest and power to direct the policies,

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management and affairs thereto, including for purposes of the Security Documents, an Owner Trust.

“Tax” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Third Party Event” means any act or omission of a Lessee or sublessee or prior lessee or prior sublessee, or of any Person claiming by or through a Lessee or a sublessee or prior lessee or prior sublessee, or of any Person which has possession of any Pool Aircraft, Airframe, Engine or Part for the purpose of repairs, maintenance, modification or storage, or by virtue of any theft, requisition, seizure, or confiscation of any Pool Aircraft, or otherwise (other than seizure or confiscation arising from a breach by the Grantors themselves of Section 2.23), including a Lien or other matter for which a Lessee, sublessee, prior lessee or prior sublessee or any of the foregoing Persons is responsible for or is required to discharge or to indemnify for.

“TIA” means the Trust Indenture Act of 1939, as amended, as it shall be in effect from time to time.

“Trustee” means The Bank of New York Mellon or its successor pursuant to the Indenture.

“UCC Financing Statement” means any financing statement to be filed in any appropriate filing office in any UCC Jurisdiction and that (i) indicates the applicable Collateral by any description which reasonably approximates the description contained in this Agreement or as all applicable assets of the applicable Grantor or words of similar effect, regardless of whether any particular asset comprised in such Collateral falls within the scope of Article 9 of the UCC or other similar provisions of the UCC Jurisdiction, and (ii) contains any other information required by part 5 of Article 9 of the UCC, or by any other applicable provision under the laws of the UCC Jurisdiction, for the sufficiency or filing office acceptance of any financing statement or amendment.

“UCC Jurisdiction” means any Uniform Commercial Code jurisdiction in which the filing of a UCC Financing Statement is effective to perfect a security interest in the Collateral under this Agreement, or any other Security Document.

“UCC” means the Uniform Commercial Code as in effect on the date of determination in the State of New York; provided that if by reason of mandatory provisions of law, the perfection or the effect of perfection or non-perfection of the security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than New York, “UCC” means the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions of this Agreement relating to such perfection or effect of perfection or non-perfection.

“United States” means the United States of America.

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

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

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

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

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

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

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

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

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

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

                    (g) References in this Agreement to any statute or other legislative provision shall include any statutory or legislative modification or re-enactment thereof, or any substitution therefor, and references to any governmental Person shall include reference to any governmental Person succeeding to the relevant functions of such Person.

                    (h) References in this Agreement to any action, remedy or method of judicial proceeding for the enforcement of the rights of creditors or of security shall be deemed to include, in respect of any jurisdiction other than the State of New York, references to such action, remedy or method of judicial proceeding for the enforcement of the rights of creditors or

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of security available or appropriate in such jurisdiction as shall most nearly approximate such action, remedy or method of judicial proceeding described or referred to in this Agreement.

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

                    (j) Terms used herein and not otherwise defined have the meaning set forth in the Indenture.

ARTICLE II

SECURITY

          Section 2.01. Grant of Security.

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

                    (a) with respect to each Grantor, all of such Grantor’s right, title and interest in and to (i) each Pool Aircraft Owned by such Grantor, including the Airframe and Engines of such Pool Aircraft as the same is now and will hereafter be constituted, and in the case of such Engines, whether or not any such Engine shall be installed in or attached to such Airframe or any other airframe, together with (ii) all Parts of such Pool Aircraft of whatever nature, which are from time to time included within the definitions of “Airframe” or “Engines”, including all substitutions, renewals and replacements of and additions, improvements, accessions and accumulations to the Airframe and Engines (other than additions, improvements, accessions and accumulations which constitute appliances, parts, instruments, appurtenances, accessories, furnishings or other equipment excluded from the definition of Parts), (iii) all Aircraft Documents in respect of each such Pool Aircraft and (iv) any money or non-money proceeds of the Airframe or an Engine of each such Pool Aircraft arising from the total or partial loss or destruction of such Airframe or Engine or its total or partial confiscation, condemnation or requisition up to the amount of hull insurance in respect of such Pool Aircraft required to be carried hereunder;

                    (b) with respect to each Grantor, all of such Grantor’s right, title and interest in and to all Leases and Intermediate Leases to which such Grantor is or may from time to time be party with respect to each Pool Aircraft together with all Related Collateral Documents in respect thereof (all such Leases, Intermediate Leases and Related Collateral Documents, the “Assigned Leases”), including (i) all rights of such Grantor to receive moneys due and to become due under or pursuant to such Assigned Leases, (ii) all rights of such Grantor to receive

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proceeds of any insurance, indemnity, warranty or guaranty with respect to any such Assigned Leases up to the amount of hull insurance in respect of the Pool Aircraft subject to such Assigned Lease required to be carried hereunder, (iii) claims of such Grantor for damages arising out of or for breach or default under such Assigned Leases and (iv) the right of such Grantor to terminate such Assigned Leases and to compel performance of, and otherwise to exercise all remedies under, any Assigned Lease, whether arising under such Assigned Leases or by statute or at law or in equity (the “Lease Collateral”);

                    (c) with respect to each Grantor, all of such Grantor’s right, title and interest in and to the personal property identified as subject to the Lien of this Agreement and part of the Collateral in a Grantor Supplement or a Collateral Supplement executed and delivered by such Grantor to the Security Trustee;

                    (d) with respect to each Grantor, all right of such Grantor in and to the Cash Collateral Account and all funds, cash, investment property, investments, securities, instruments or other property (including all “financial assets” within the meaning of Section 8-102(a)(9) of the UCC) at any time or from time to time credited to any such account (collectively, the “Account Collateral”); and

                    (e) all proceeds of any and all of the foregoing Collateral;

provided that the Collateral shall not include any Excluded Property.

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

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

                    (a) Each Pool Aircraft indicated in Schedule I as being Owned by such Grantor is Owned by such Grantor, in each case except to the extent of the Local Requirements Exception. None of the Collateral is currently pledged, assigned or otherwise encumbered by such Grantor except for Permitted Liens, and no Collateral is described in (i) any UCC financing statements filed against such Grantor other than UCC financing statements which have been or are agreed to be terminated or assigned or agreed to be assigned to the 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 of Sale in favor of any Grantor), or filing records that may be applicable to the Collateral in any other relevant jurisdiction, other than such pledges, assignments or other encumbrances or such filings or registrations that have been assigned or agreed to be assigned to

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the Security Trustee or terminated or are agreed to be terminated or that have been made in connection with Permitted Liens.

                    (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 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 Security Trustee have been (or to the extent permitted hereby, or in the case of future Collateral, will be) duly taken and are enforceable against such Grantor and creditors of and purchasers from such Grantor, except in each case that only the Express Perfection Requirements shall be required to be satisfied.

                    (c) Such Grantor 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 other third party (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 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 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 Lease Security Assignments and/or each of the Relevant FAA Lease Security Assignments, as applicable, with respect to such Pool Aircraft and/or the related Assigned Lease, (B) the Required Cape Town Registrations, (C) the filing of financing and continuation statements under the UCC, (D) the applicable Irish filings pursuant to Section 2.08(e), (E) to the extent of the Express Perfection Requirements, such other filings as are required under relevant local law, in the case of a Grantor not organized under the laws of the United States or a state thereof and in the case of each Pool Aircraft that is not registered in a jurisdiction that has Ratified the Cape Town Convention, and, in each case, the related Assigned Leases and (F) the Lessee Notices and Lessee Acknowledgments, except in each case that only the Express Perfection Requirements shall be required to be satisfied.

                    (e) The “location” (for purposes of Section 9-307 of the UCC) of such Grantor is specified opposite the name of such Grantor (or the name of the 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

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in respect of such Cape Town Lease that form part of the Collateral, including the 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 date hereof to which such Grantor is a party has been delivered to the Security Trustee.

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

          Section 2.05. Delivery of Collateral; Chattel Paper and “Precautionary” UCC Financing Statements. Notwithstanding anything else to the contrary in the Indenture or this Agreement, no Grantor shall be required to (a) deliver to the Security Trustee any Security Deposit or any letter of credit, promissory note or other Related Collateral Document issued or delivered pursuant to an Assigned Lease pertaining to any Pool Aircraft unless an Enforcement Event has occurred and is continuing or (b) make or designate any “chattel paper” original of any Assigned Lease pertaining to any Pool Aircraft or (c) deliver to the Security Trustee any “chattel paper” original of any Assigned Lease pertaining to any Pool Aircraft, except as expressly required by the next sentence with respect to the “chattel paper” original, if any, of an Assigned Lease pertaining to a Pool Aircraft whose country of registration is not the United States or (d) make or require to be made any “precautionary” UCC Financing Statement filing with respect to any Assigned Lease pertaining to any Pool Aircraft or (e) assign to the Security Trustee any “precautionary” UCC Financing Statement made with respect to any Assigned Lease pertaining to any Pool Aircraft, except as expressly required by the next sentence with respect to the “precautionary” UCC Financing Statement filing, if any, with respect to an Assigned Lease pertaining to a Pool Aircraft whose county of registration is not the United States. In respect of any Assigned Lease pertaining to a Pool Aircraft whose country is registration is not the United States, (i) to the extent that such Assigned Lease constitutes “tangible chattel paper” (as defined in Section 9-102(a)(78) of the UCC), and if the applicable Grantor has expressly designated an original counterpart of such Assigned Lease as the “chattel paper original” thereof (the “Chattel Paper Original”), such Grantor shall, if it has such Chattel Paper Original of such Assigned Lease in its possession, cause such Chattel Paper Original of such Assigned Lease to be delivered to the Security Trustee promptly (and in any case no later than 30 days) after the later of (x) the execution and delivery of such Assigned Lease by the parties thereto and (y) the date the Pool Aircraft to which such Assigned Lease pertains becomes Collateral hereunder, and (ii) if the applicable Grantor has made a “precautionary” UCC Financing Statement filing with respect to such Assigned Lease, such “precautionary” UCC Financing Statement shall be assigned to the Security Trustee. The provisions of this Section 2.05 shall be deemed to modify the definition of

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Express Perfection Requirements to the extent the requirements of such provisions of this Section 2.05 may be inconsistent with the requirements of such definition. Subject to Section 2.06(d), the Issuer agrees that it will not permit any Grantor to sell or otherwise transfer ownership of any “tangible chattel paper” pertaining to a Pool Aircraft not delivered to the Security Trustee except pursuant to a sale, transfer or other disposition of ownership of, or removal of, the Pool Aircraft pertaining thereto permitted under Section 2.18.

          Section 2.06. As to the Assigned Leases. (a) Upon the inclusion of any Assigned Lease in the Collateral, within the period set forth in the Express Perfection Requirements or elsewhere in this Agreement and to the extent required by the Express Perfection Requirements, the relevant Grantor (i) will deliver to the Security Trustee a copy of a Lessee Notice and Lessee Acknowledgment with respect to such Assigned Lease and (ii) will register or cause to be registered the Required Cape Town Registrations (if any) with respect to such Assigned Lease as provided in Section 2.08(c); provided, however, that with respect to any Assigned Lease which is a replacement Lease referred to in Section 2.16(c), the foregoing requirements of this Section 2.06(a) shall not be applicable to such Assigned Lease until 30 days after the commencement of leasing of the applicable Pool Aircraft under such replacement Lease. Upon the written request of the Issuer or any Grantor, the Security Trustee (solely in its capacity as such) will execute such undertakings of quiet enjoyment and other agreements of the secured party in favor of the Lessee under any Assigned Lease, and/or, if applicable, any sublessee, as are provided for in the Lease Assignment Documents or as are substantially to the same effect as the undertakings of quiet enjoyment and other agreements of the Grantor provided for in such Assigned Lease or provided by the Grantor to such sublessee (if applicable) or of the Security Trustee hereunder or which otherwise constitute or may be included in a Lessee Notice or Lessee Acknowledgment.

                    (b) (i) Upon the inclusion of any Assigned Lease in the Collateral or (ii) within thirty (30) days after the effectiveness of any material amendment, supplement or waiver of any Assigned Lease or the effectiveness of any replacement Assigned Lease with respect to any Pool Aircraft, the relevant Grantor will deliver a copy thereof to the Security Trustee.

                    (c) Each Grantor shall:

                              (i) use reasonable commercial efforts, in accordance with Leasing Company Practice, to: (A) perform and observe all the terms and provisions of the Assigned Leases to be performed or observed by it, and (B) after receipt of notice from the Security Trustee to such effect (to the extent permitted by law), so long as an Enforcement Event has occurred and is continuing, take all such action to enforce the Assigned Leases as may be from time to time reasonably requested by the Security Trustee; and

                              (ii) furnish to the Security Trustee on the Effective Date a true and complete copy of each Assigned Lease as in effect on the Effective Date with respect to the Initial Pool Aircraft, and from time to time, subject to the provisions of the applicable Assigned Lease relating to the Lessee’s obligation to furnish such information and subject to any confidentiality provisions therein, and, so long as an Enforcement Event has occurred and is continuing, (A) furnish to the Security Trustee such information and reports regarding the Collateral as the Security Trustee may reasonably request and (B) upon reasonable request of the

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Security Trustee make to each other party to any Assigned Lease such demands and requests for information and reports as such Grantor is entitled to make thereunder.

                    (d) So long as no Enforcement Event has occurred and is continuing, and so long as during the existence of an Enforcement Event the Security Trustee has not, to the extent permitted by law, notified such Grantor that it may no longer take or not take such action, and notwithstanding any provision to the contrary in this Agreement, each Grantor shall be entitled, to the exclusion of the Security Trustee but subject always to the terms of this Agreement (x) to exercise and receive, directly or indirectly through one or more agents, any of the claims, rights, powers, privileges, remedies and other benefits under, pursuant to, with respect to or arising out of the Assigned Leases and (y) to take any action or to not take any action, directly or indirectly through one or more agents, related to the Assigned Leases and the lessees or counterparties thereunder, including entering into, amending, supplementing, modifying, terminating, cancelling, performing, enforcing, compelling performance of, exercising all remedies (whether arising under any Assigned Lease or by statute or at law or in equity or otherwise) under, exercising rights, elections or options or taking any other action under or in respect of, granting or withholding notices, waivers, approvals and consents in respect of, receiving, holding, using, applying, disposing of and otherwise dealing with all accounts receivable, rent and other payments received or receivable under (including any Maintenance Rent), dealing with any credit support or collateral security in respect of, or taking any other action in respect of, the Assigned Leases and contacting or otherwise having any dealings with any lessee or counterparty thereunder; provided, however, (i) so long as any Assigned Lease remains in effect, no Grantor will abrogate any right, power or privilege granted expressly in favor of the Security Trustee or any other Secured Party under any Lease Assignment Document and (ii) during the continuance of an Enforcement Event, all such rights of each Grantor (to the extent not constituting Excluded Property or rights in respect thereof) (“Rights”) shall cease if the Security Trustee shall, to the extent permitted by law, notify such Grantor of such cessation, and upon such notice (to the extent permitted by law) all such Rights shall become vested in the Security Trustee, which shall thereupon have the sole right to exercise or refrain from exercising such Rights.

                    (e) Unless the Security Trustee otherwise requests a hard copy thereof, the Grantors shall be entitled to furnish to the Security Trustee copies (except for Chattel Paper Originals) of the documents referred to in any of Sections 2.03(g), 2.06(b), 2.06(c)(ii), 2.16(c) and Schedules V and VI hereto by means of posting such documents to a dedicated web site to which the Security Trustee and it representatives, including legal counsel, shall have access at all times.

          Section 2.07. Cash Collateral Account. The Securities Intermediary agrees to hold any Account Collateral, which shall constitute “cash Collateral” for purposes of this Agreement. The Securities Intermediary, except in its capacity as such, waives any claim or lien against any Account Collateral it may have, by operation of law or otherwise, for any amount owed to it by the Issuer or any Grantor. The Securities Intermediary hereby agrees that, notwithstanding anything to the contrary in this Agreement (i) any amounts of Account Collateral to be held by the Securities Intermediary and any investment earnings thereon will be credited to securities account no. 39003700 (the “Cash Collateral Account”), which account constitutes a securities account (as defined in Section 8-501(a) of the UCC) for which it is a “securities intermediary” (as defined

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in Section 8-102(a)(14) of the UCC) and the Security Trustee is the “entitlement holder” (as defined in Section 8-102(a)(7) of the UCC) of the “securities entitlement” (as defined in Section 8-102(a)(17) of the UCC) with respect to each “financial asset” (as defined in Section 8-102(a)(9) of the UCC) credited to such Cash Collateral Account, (ii) all such amounts, and all other property acquired with cash credited to the Cash Collateral Account will be credited to the Cash Collateral Account, (iii) all items of property (whether cash, investment property, other investments, securities, instruments or other property) credited to the Cash Collateral Account will be treated as a “financial asset” under Article 8 of the UCC, (iv) its “securities intermediary’s jurisdiction” (as defined in Section 8-110(e) of the UCC) with respect to the Cash Collateral Account is the State of New York, and (v) all securities, instruments and other property in order or registered form and credited to the Cash Collateral Account shall be payable to or to the order of, or registered in the name of, the Securities Intermediary or shall be indorsed to the Securities Intermediary or in blank, and in no case whatsoever shall any financial asset credited to the Cash Collateral Account be registered in the name of the Issuer or any Grantor, payable to or to the order of the Issuer or any Grantor or specially indorsed to the Issuer or any Grantor except to the extent the foregoing have been specially indorsed by the Issuer or such Grantor to the Securities Intermediary or indorsed in blank. The Security Trustee agrees that it will hold (and will indicate clearly in its books and records that it holds) its “securities entitlement” to the “financial assets” credited to the Cash Collateral Account in trust for the benefit of the Secured Parties. Without waiving any rights as set forth in the parentheticals to Section 3.02(a) and (b) hereof, the Securities Intermediary and the Security Trustee hereby waive any right of set-off, encumbrance, security interest, lien or other claim at law or otherwise against any Account Collateral or the Cash Collateral Account. The Issuer and each Grantor acknowledges that, by reason of the Security Trustee being the “entitlement holder” in respect of the Cash Collateral Account as provided above, the Security Trustee shall have the sole right and discretion (except as provided in the next sentence with respect to investment orders or instructions by the Issuer or any Grantor), subject only to the terms of this Agreement, to give all “entitlement orders” (as defined in Section 8-102(a)(8) of the UCC) with respect to the Cash Collateral Account and any and all financial assets and other property credited thereto to the exclusion of the Issuer and each Grantor; provided, however, in no event shall the consent of the Issuer or any Grantor be required as a condition to the Securities Intermediary complying with any such entitlement order of the Security Trustee. The Securities Intermediary shall comply with any investment orders or instructions from the Issuer or any Grantor concerning the Cash Collateral Account. If at any time, the Securities Intermediary is no longer able to hold the Cash Collateral Account, the Issuer shall designate an Eligible Institution that has executed an Account Control Agreement to hold the Cash Collateral Account. Prior to subjecting any cash or other Account Collateral to the Lien hereof that is not held by the Security Trustee under this Section 2.07, which each Grantor shall have the right at its option to do, the applicable Grantor and the Security Trustee shall enter into an Account Control Agreement with respect thereto and the account to which such cash or other Account Collateral is to be held, and such cash or other Account Collateral shall constitute “cash Collateral” for purposes of this Agreement.

          Section 2.08. Required Cape Town Registrations; FAA Filings; Further Assurances. (a) Each Grantor shall, in each case only to the extent of the Express Perfection Requirements: (i) execute and file such financing or continuation statements, or amendments thereto, and such other instruments or notices, that may be necessary, as the Security Trustee may reasonably request, in order to perfect and preserve the assignment and security interest granted or

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purported to be granted hereby and (ii) execute, file, record, or register such additional documents and supplements to this Agreement, including any further mortgages, assignments, security agreements, pledges, grants and transfers, as may be required under the laws of any foreign jurisdiction as the Security Trustee may reasonably request, to create, attach, perfect, validate, render enforceable, protect or establish the priority of the security interest and Lien of this Agreement. Upon the request of the Issuer or any Grantor, the Security Trustee shall execute and deliver and, if applicable, pre-position with counsel identified in such request, and instruct such counsel, as requested by the Issuer or such Grantor, to file, record or register, as applicable, any document referred to above in this Section 2.08(a), and no Grantor shall be in breach of this Section or this Agreement should the Security Trustee fail to do so as so requested. To the extent that (i) the Security Trustee’s consent is required for any filing, recording or registration of any document referred to above in this Section, or (ii) the Security Trustee is required to initiate any such filing, recording or registration, the Security Trustee shall act in accordance with the Issuer’s or the applicable Grantor’s instructions to ensure that such consent or such initiation of such filing, recording or registration is effected, and no Grantor shall be in breach of this Section or this Agreement should the Security Trustee fail to do so as so instructed (it being understood and agreed that in no event shall the Security Trustee be liable for any failure to so file, record or register as a result of the Issuer’s or such Grantor’s failure to provide any necessary information or instruction required for such filing, recordation or registration in a timely manner or if such information is inaccurate or incomplete).

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

Each Grantor shall ensure that at all times an individual shall be appointed as administrator with respect to such Grantor for purposes of the International Registry and shall register or cause to be registered (or if the Security Trustee is making such registration, without relieving each Grantor of such obligation, consent to such registration) with the International Registry (collectively, the “Required Cape Town Registrations”) within the applicable time periods specified in this Agreement (including Section 2.10): (i) the International Interest provided for hereunder with respect to (x) each Aircraft Object in respect of Pool Aircraft where the relevant Grantor is situated in a Contracting State or (y) an Aircraft Object which is an Airframe that pertains to a Pool Aircraft registered in a Contracting State; (ii) the International Interest provided for in any Cape Town Lease to which such Grantor is a lessor or lessee; (iii) the assignment to the Security Trustee of each International Interest described in clause (ii) and assigned to the Security Trustee hereunder; and (iv) the Contract of Sale with respect to any Aircraft Object by which title to such Aircraft Object is conveyed to such Grantor due to a transfer occurring after the date the Pool Aircraft of which such Aircraft Object is a part becomes a Pool Aircraft, but only if (x) the seller under such Contract of Sale is situated in a Contracting State or, if such Aircraft Object is an Airframe, it pertains to a Pool Aircraft registered in a Contracting State and (y) such seller agrees to such registration; provided, however, that with respect to any Lease which is a Cape Town Lease and that is also a replacement Lease referred to in Section 2.16(c), the foregoing requirements of this Section 2.08(c) shall not be applicable to such Lease until 30 days after the

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commencement of leasing of such Pool Aircraft under such replacement Lease. To the extent that (A) the Security Trustee’s consent is required for any registration referred to above or below in this Section 2.08(c), or (B) the Security Trustee is required to initiate any such registration referred to above or below in this Section 2.08(c), the Security Trustee shall ensure that such consent or such initiation of such registration is effected, and no Grantor shall be in breach of this Section or this Agreement should the Security Trustee fail to do so in a proper fashion (it being understood and agreed that in no event shall the Security Trustee be liable for any failure to so register as a result of such Grantor’s failure to provide any necessary information required for such registration in a timely manner or if such information is inaccurate or incomplete). It is understood and agreed that the Required Cape Town Registrations with respect to the International Interests described in clause (i) of this Section 2.08(c) and the assignment described in clause (iii) of this Section 2.08(c) with respect to each Cape Town Lease shall be registered in the name of the Security Trustee; provided, however, that, notwithstanding anything to the contrary contained herein, it is understood and agreed that (and the following clauses of this sentence shall be deemed to modify the definition of Required Cape Town Registrations to the extent (if any) the requirements of such clauses of this Section 2.08(c) may be inconsistent with the requirements of such such definition):

                              (I) with respect to each Lease which is a Cape Town Lease to which a Grantor is a lessor, such Grantor shall be entitled to retain in its own name on the International Registry the right to discharge the Required Cape Town Registration of (x) each International Interest described in clause (ii) of this Section 2.08(c) provided for in such Cape Town Lease and (y) the assignment to the Security Trustee described in clause (iii) of this Section 2.08(c) of each International Interest provided for in such Cape Town Lease and assigned to the Security Trustee hereunder;

                              (II) with respect to each Lease which is a Cape Town Lease to which a Grantor is a lessor, upon or at any time following the termination, cancellation or other expiration of such Cape Town Lease or the leasing of the applicable Pool Aircraft thereunder, such Grantor shall have the right and be entitled to discharge or cause to be discharged from the International Registry the Required Cape Town Registrations of (x) each International Interest described in clause (ii) of this Section 2.08(c) provided for in such Cape Town Lease and (y) the assignment to the Security Trustee described in clause (iii) of this Section 2.08(c) of each International Interest provided for in such Cape Town Lease and assigned to the Security Trustee hereunder;

                              (III) with respect to each Lease which is a Cape Town Lease to which a Grantor is a lessor, during the continuance of an Event of Default, such Grantor shall register or cause to be registered on the International Registry an assignment to the Security Trustee of the right to discharge from the International Registry the Required Cape Town Registrations of (x) each International Interest described in clause (ii) of this Section 2.08(c) provided for in such Cape Town Lease and (y) the assignment to the Security Trustee described in clause (iii) of this Section 2.08(c) of each International Interest provided for in such Cape Town Lease and assigned to the Security Trustee hereunder; and

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                              (IV) for avoidance of doubt, with respect to each Lease to which a Grantor is a lessor or lessee which is not a Cape Town Lease and with respect to each sublease of a Pool Aircraft and any sublease assignment relating thereto, (x) such Grantor shall not be required to make or cause to be made any registration on the International Registry with respect to such Lease, sublease or sublease assignment and (y) if any registration on the International Registry has been made with respect to such Lease, sublease or sublease assignment, such Grantor shall not be required to register an assignment of any such registration to the Security Trustee and such Grantor shall be entitled to retain in its own name on the International Registry the right to discharge any such registration and such Grantor shall have the right and be entitled to discharge or cause to be discharged any such registration at any time.

The parties hereto agree that, for the purposes of the definition of Prospective International Interest under the Cape Town Convention, the issuance of the Secured Notes by the Issuer shall constitute the stated event upon which the applicable Grantor has created or provided for an International Interest hereunder in favor of the Security Trustee in the Aircraft Objects and Assigned Leases.

                    (c) With respect to each Pool Aircraft Owned by a Grantor that is registered in the United States and the related Assigned Lease pertaining to such Pool Aircraft, such Grantor shall, so long as such Pool Aircraft is so registered, within the applicable time periods specified in this Agreement, (i) in the case of a Pool Aircraft that is not subject to an Assigned Lease under which the leasing of such Pool Aircraft has commenced, so long as an FAA Aircraft Mortgage and Lease Security Assignment with respect to such Pool Aircraft has not been previously recorded with the FAA, record with the FAA an FAA Aircraft Mortgage with respect to such Pool Aircraft; and (ii) in the case of a Pool Aircraft that is subject to an Assigned Lease under which the leasing of such Pool Aircraft has commenced, record with the FAA an FAA Aircraft Mortgage and Lease Security Assignment with respect to such Pool Aircraft and Assigned Lease or, if an FAA Aircraft Mortgage or an FAA Aircraft Mortgage and Lease Security Assignment with respect to such Pool Aircraft has previously been recorded with the FAA, record with the FAA an FAA Lease Security Assignment with respect to such Assigned Lease; provided, however, that with respect to any Assigned Lease pertaining to a Pool Aircraft registered in the United States which is a replacement Lease referred to in Section 2.16(c), the foregoing requirements of this Section 2.08(d) shall not be applicable to such Assigned Lease until 30 days after the commencement of leasing of such Pool Aircraft under such replacement Lease. Upon the request of the Issuer or any Grantor, the Security Trustee shall execute and deliver and pre-position with FAA counsel, and instruct FAA counsel to file and record with the FAA as requested by the Issuer or such Grantor, any document to be filed or recorded with the FAA referred to above in this Section 2.08(d), and no Grantor shall be in breach of this Section or this Agreement should the Security Trustee fail to do so as so requested (it being understood and agreed that in no event shall the Security Trustee be liable for any failure to so file or record an FAA document as a result of a Grantor’s failure to provide any necessary information required by the Security Trustee for such filing or recording in a timely manner or if such information is inaccurate or incomplete).

                    (d) With respect to each Grantor incorporated under (i) the laws of Ireland, such Grantor shall cause each Security Document executed by it or its relevant particulars to be filed in the Irish Companies Registration Office and, where applicable, the Irish Revenue

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Commissioners within 21 days of execution thereof, or (ii) the laws of Bermuda, such Grantor shall cause each Security Document executed by it or its relevant particulars to be filed in the Bermudan Registrar of Companies and, where applicable, the Bermudan Department of Civil Aviation. Upon the request of the Issuer or any Grantor, the Security Trustee shall execute and deliver and, if applicable, pre-position with counsel identified in such request, and instruct such counsel, as requested by the Issuer or such Grantor, to file, record or register, as applicable, any document referred to above in this Section 2.08(e) or otherwise necessary or appropriate to satisfy the Express Perfection Requirements with respect to such Grantor, and no Grantor shall be in breach of this Section or this Agreement should the Security Trustee fail to do so as so requested. To the extent that (1) the Security Trustee’s consent is required for any filing, recording or registration of any document referred to above in this Section, or (2) the Security Trustee is required to initiate any such filing, recording or registration, the Security Trustee shall act in accordance with the Issuer’s or the applicable Grantor’s instruction to ensure that such consent or such initiation of such filing, recording or registration is effected, and no Grantor shall be in breach of this Section or this Agreement should the Security Trustee fail to do so as so instructed (it being understood and agreed that in no event shall the Security Trustee be liable for any failure to so file, record or register as a result of the Issuer’s or such Grantor’s failure to provide any necessary information or instruction required for such filing, recordation or registration in a timely manner or if such information is inaccurate or incomplete).

                    (e) With respect to Pool Aircraft that are registered in a Geneva Convention country, the applicable Grantor shall cause each applicable local law security document executed by the relevant Grantor or its relevant particulars to be filed with the relevant local filing office or offices, as applicable, as and to the extent required by the Express Perfection Requirements. Upon the request of the Issuer or any Grantor, the Security Trustee shall execute and deliver and, if applicable, pre-position with counsel identified in such request, and instruct such counsel, as requested by the Issuer or such Grantor, to file, record or register, as applicable, any document referred to above in this Section 2.08(f) or otherwise necessary or appropriate to satisfy the Express Perfection Requirements with respect to such Pool Aircraft and Grantor, and no Grantor shall be in breach of this Section or this Agreement should the Security Trustee fail to do so as so requested. To the extent that (i) the Security Trustee’s consent is required for any filing, recording or registration of any document referred to above in this Section, or (ii) the Security Trustee is required to initiate any such filing, recording or registration, the Security Trustee shall act in accordance with the Issuer’s or the applicable Grantor’s instructions to ensure that such consent or such initiation of such filing, recording or registration is effected, and no Grantor shall be in breach of this Section or this Agreement should the Security Trustee fail to do so as so instructed (it being understood and agreed that in no event shall the Security Trustee be liable for any failure to so file, record or register as a result of the Issuer’s or such Grantor’s failure to provide any necessary information or instruction required for such filing, recordation or registration in a timely manner or if such information is inaccurate or incomplete).

                    (f) With respect to Pool Aircraft that are not registered in either a Cape Town Convention country or a Geneva Convention country, the applicable Grantor shall cause each Security Document executed by the relevant Grantor or its relevant particulars to be filed with the relevant local filing office or offices, as applicable, as and to the extent required by the Express Perfection Requirements. Upon the request of the Issuer or any Grantor, the Security Trustee shall execute and deliver and, if applicable, pre-position with counsel identified in such

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request, and instruct such counsel, as requested by the Issuer or such Grantor, to file, record or register, as applicable, any document referred to above in this Section 2.08(g) or otherwise necessary or appropriate to satisfy the Express Perfection Requirements with respect to such Pool Aircraft and Grantor, and no Grantor shall be in breach of this Section or this Agreement should the Security Trustee fail to do so as so requested. To the extent that (i) the Security Trustee’s consent is required for any filing, recording or registration of any document referred to above in this Section, or (ii) the Security Trustee is required to initiate any such filing, recording or registration, the Security Trustee shall act in accordance with the Issuer’s or the applicable Grantor’s instructions to ensure that such consent or such initiation of such filing, recording or registration is effected, and no Grantor shall be in breach of this Section or this Agreement should the Security Trustee fail to do so as so instructed (it being understood and agreed that in no event shall the Security Trustee be liable for any failure to so file, record or register as a result of the Issuer’s or such Grantor’s failure to provide any necessary information or instruction required for such filing, recordation or registration in a timely manner or if such information is inaccurate or incomplete).

                    (g) The Grantors may have additional obligations pursuant to Section 8.07 hereof.

          Section 2.09. Records. Subject to applicable confidentiality restrictions, each Grantor shall hold and preserve its records concerning the Collateral and, so long as an Enforcement Event has occurred and is continuing, shall permit representatives of the Security Trustee upon reasonable prior notice at any time during normal business hours reasonably to inspect and make abstracts from such records, all at the sole cost and expense of such Grantor.

          Section 2.10. International Registry Requirements for Leases. Required Cape Town Registrations with respect to International Interests in Leases that are not registered on the International Registry as of the date of the later of (a) the date that the Pool Aircraft to which it pertains is added to the Designated Pool, (b) the date of commencement of the leasing of such Pool Aircraft under such Lease, or (c) the date such Lease becomes an International Interest, shall be made as promptly as practicable, but in any event no later than 180 days after such date.

          Section 2.11. Liens. No Grantor shall directly or indirectly issue, assume, guarantee or secure payment of any indebtedness for borrowed money secured by any Lien on or with respect to the Collateral other than the Secured Notes. No Grantor shall create or suffer to exist any Lien upon or with respect to any of the Collateral of such Grantor, other than a Permitted Lien.

          Section 2.12. Security Trustee Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints, as security for the Secured Obligations, the Security Trustee as such Grantor’s attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, from time to time in the Security Trustee’s discretion, so long as an Enforcement Event has occurred and is continuing, to take any action and to execute any instrument that the Security Trustee may deem necessary or advisable to accomplish the purposes of this Agreement, including:

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

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

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

                    (d) to execute and file any financing or continuation statements, or amendments thereto, and such other instruments or notices, as may be necessary, in order to perfect and preserve the security interest granted hereby, to the extent of the Express Perfection Requirements;

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

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

          Section 2.14. Covenant to Pay. The Issuer covenants with the Security Trustee (for the benefit of the Secured Parties) that it will pay or discharge any monies and liabilities whatsoever that are now, or at any time hereafter may be due, owing or payable under this Agreement by the Issuer or a Grantor in any currency, actually or contingently, solely and/or jointly, and/or severally with another or others, as principal or surety on any account whatsoever pursuant to this Agreement in accordance with its terms. All such payments shall be made in accordance with Section 3.02.

          Section 2.15. Delivery of Collateral Supplements. Upon the addition of any Additional Pool Aircraft to the Designated Pool, or within thirty (30) days after the effectiveness of a replacement Lease in respect of a Pool Aircraft, unless the Grantor Owning such Additional Pool Aircraft or such Pool Aircraft shall execute a Grantor Supplement with respect to such Additional Pool Aircraft, such Grantor shall execute and deliver to the Security Trustee a Collateral Supplement duly completed with respect to all Collateral subject thereto and shall take such steps within the applicable time periods set forth in this Agreement with respect to the perfection of the Security Trustee’s security interest in such Collateral as are called for by this Agreement for Collateral of the same type; provided that the foregoing shall not be construed to require the taking of any steps or other action with respect to perfection not required by the Express Perfection Requirements; and provided, further, that the failure of any Grantor to deliver any Collateral Supplement as to any such Collateral shall not impair the Lien of this Agreement as to such Collateral.

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          Section 2.16. Operational Covenants.

                    (a) Identification of Security Trustee’s Interest. With respect to each Pool Aircraft Owned by a Grantor, such Grantor agrees to affix or cause to be affixed as promptly as practicable after the later of the Effective Date and the date such Pool Aircraft is added to the Designated Pool, and thereafter to maintain in the cockpit of such Pool Aircraft, in a clearly visible location, and on each Engine of such Pool Aircraft, a nameplate bearing the inscription “MORTGAGED TO WELLS FARGO BANK NORTHWEST, N.A., AS SECURITY TRUSTEE” (such nameplate to be replaced, if necessary, with a nameplate reflecting the name of any successor Security Trustee); provided that such requirement shall not apply to any Pool Aircraft or Engine of such Pool Aircraft that is registered in the United States so long as such Pool Aircraft is so registered.

                    (b) Registration. Each Grantor shall cause each Pool Aircraft Owned by it to become (if registration is in process) or be duly registered in the name of the relevant Grantor if so permitted under the applicable registry; provided that a Pool Aircraft may be unregistered for a temporary period in connection with modification or maintenance of such Pool Aircraft or in connection with a change in registries. The Security Trustee agrees that it will cooperate with the relevant Grantor in changing the state of registration of any Pool Aircraft at the cost of the Issuer and as the Issuer or the relevant Grantor may request (which cooperation shall include the execution and delivery by the Security Trustee of such documents, and the taking of such other actions by the Security Trustee, as the Issuer or the relevant Grantor may request), provided that such request does not conflict with the relevant Grantor’s obligations under this Agreement.

                    (c) Replacement of Leases. Within thirty (30) days after the commencement of the leasing of a Pool Aircraft under any replacement Lease (or such longer period as may be provided in the Express Perfection Requirements or elsewhere in this Agreement in the case of a Lessee Acknowledgment), the relevant Grantor shall comply with the provisions of Sections 2.06(a), 2.08(c), 2.08(d) and 2.15 of this Agreement, as applicable, and shall deliver the following to the Security Trustee:

                              (i) the Chattel Paper Original, if any, of such replacement Lease if the Pool Aircraft to which it pertains is not registered in the United States, if such Chattel Paper Original is required to be delivered by such Grantor to the Security Trustee pursuant to Section 2.05;

                              (ii) a notice of assignment substantially in the form attached hereto as Exhibit E-1 or of a notice of assignment delivered on or prior to the Effective Date in connection with an Assigned Lease or such other form as is provided in the applicable Lease or as such Grantor may determine in accordance with Leasing Company Practice (a “Lessee Notice”). When required under the Express Perfection Requirements, such Grantor shall deliver to the Security Trustee a lessee acknowledgment substantially in the form attached hereto as Exhibit E-2 or a form of lessee acknowledgment delivered in connection with a Lessee Notice delivered on or prior to the Effective Date in connection with an Assigned Lease or such other form as is provided in the applicable Lease or as such Grantor may accept pursuant to the Express Perfection Requirements or in accordance with Leasing Company Practice (a “Lessee

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Acknowledgment”) addressed to, or for the benefit of, the Security Trustee with respect to such Lease;

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

                              (iv) a copy of such Lease and a Collateral Supplement (if any); and

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

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

          Section 2.18. Changes to the Designated Pool; Intermediate Lessees; Additional Grantors.

                    (a) Restrictions on Disposition of Aircraft. Except as expressly provided below in this Section 2.18 with respect to a Pool Aircraft, but excluding in each case any Pool Aircraft that is removed from the Designated Pool or replaced (directly or by transfer of an Owner Trust), as provided below, no Grantor shall sell, transfer or otherwise dispose of the ownership of any Pool Aircraft (directly or by transfer of an Owner Trust). For purposes of clarification, the foregoing restriction on the sale, transfer or other disposal of the ownership of the Pool Aircraft by the Grantors does not apply to the leasing by Lease or Intermediate Lease of Pool Aircraft in accordance with Leasing Company Practice.

                    (b) Removal of Pool Aircraft from the Designated Pool. So long as no Enforcement Event shall remain in existence after such removal (provided that the foregoing restriction shall not be applicable to a removal in anticipation of or in connection with the exercise of any rights, options, obligations or remedies of a Lessee or other Person who is not a Grantor or an Affiliate of the Grantor pursuant to the applicable Lease or a Permitted Lien referred to in clause (o) of the definition thereof), any Grantor or the Issuer or any Subsidiary of the Issuer may remove (directly or by transfer of a Grantor) any one or more Pool Aircraft from the Designated Pool so long as either (i) such Pool Aircraft being removed from the Designated Pool (a “Replaced Aircraft”) is replaced by one or more aircraft to be included in the Designated Pool as an Additional Pool Aircraft having an aggregate Appraised Value equal to or greater than the Appraised Value of the Replaced Aircraft being removed (based on three Appraisals of such Replaced Aircraft from Qualified Appraisers, each as of a date no earlier than 180 days prior to the removal of such Replaced Aircraft from the Designated Pool) and having an Eligible Lease thereof in effect (a “Replacement Aircraft”) and the procedures set forth in

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Section 2.18(c) below are satisfied with respect to such Replacement Aircraft or (ii) such Grantor delivers or causes to be delivered to the Security Trustee (directly under Section 2.07 or by delivery to the Securities Intermediary under an Account Control Agreement for the benefit of the Security Trustee, as applicable) an amount of cash, to be held as Collateral, equal to or greater than such Appraised Value of the Replaced Aircraft or (iii) such Grantor effects a combination of one or more Replacement Aircraft and delivery of cash as set forth in the preceding clauses (i) and (ii) such that the aggregate of the Appraised Value of such Replacement Aircraft and the amount of such cash is equal to or greater than such Appraised Value of the Replaced Aircraft. Upon satisfaction of the conditions set forth in the preceding sentence with respect to any Replaced Aircraft, the Security Trustee’s security interest (including International Interest) in, and Lien on, such Replaced Aircraft (and any other Aircraft Collateral directly related to such Replaced Aircraft) shall be automatically released and such Replaced Aircraft shall be removed from the Designated Pool. The Security Trustee shall promptly execute and deliver to the Issuer and the relevant Grantor, at the Issuer’s expense, all documents, and take such actions, at the Issuer’s expense, that the Issuer or the relevant Grantor shall reasonably request to evidence the Security Trustee’s release of the security interests (including International Interests) in, and Liens on, the applicable Replaced Aircraft (and any other Aircraft Collateral directly related to such Replaced Aircraft). The addition of one or more Replacement Aircraft to the Designated Pool intended to replace one or more Replaced Aircraft may occur at any time prior to or concurrently with the removal of the applicable Replaced Aircraft. The Issuer or any Grantor may, at its option, designate portions of the applicable Appraised Value of any Replacement Aircraft (the sum of which portions may not exceed 100% of such Appraised Value) to be used under this Section 2.18(b), Section 2.18(h) and/or Section 2.18(i) hereof.

                    (c) Addition of Non-Pool Aircraft to the Designated Pool. Any Grantor may add any aircraft to the Designated Pool as an Additional Pool Aircraft at any time; provided that: (i) such aircraft is Owned by such Grantor or by an Eligible Person that becomes a Grantor hereunder at the time such aircraft becomes a Pool Aircraft and has an Eligible Lease thereof in effect; (ii) the relevant Grantor shall have provided three Appraisals of such aircraft from Qualified Appraisers, each as of a date no earlier than 180 days before adding such aircraft to the Designated Pool; (iii) the relevant Grantor shall have executed and delivered to the Security Trustee a Collateral Supplement (or Grantor Supplement if such Person is then becoming an Additional Grantor as provided in Section 2.18(f)) and such documents (including UCC Financing Statements, charge documents (if applicable) and registrations and recordings with the FAA (if applicable) and the International Registry) as are required to grant to the Security Trustee, for the benefit of the Secured Parties, a perfected security interest in such aircraft (it being understood and agreed that, with respect to the Aircraft Collateral, only the Express Perfection Requirements shall be required to be satisfied); (iv) the relevant Grantor shall have delivered a Lessee Notice to the applicable Lessee in accordance with this Agreement and, as promptly as practicable after the commencement of the leasing of such Additional Pool Aircraft and in any event no later than 180 days after such date shall, to the extent required under the Express Perfection Requirements, procure a Lessee Acknowledgement in accordance with this Agreement signed by the applicable Lessee; and (v) no Enforcement Event shall remain in existence after such addition (provided that the foregoing restriction in this clause (v) shall not be applicable to an addition at any time prior to or concurrently with a removal in anticipation of or in connection with the exercise of any rights, options, obligations or remedies of a Lessee or other Person who is not a Grantor or an Affiliate of a Grantor pursuant to the applicable Lease or

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a Permitted Lien referred to in clause (o) of the definition thereof). The Issuer or any Grantor may, at its option, designate portions of the applicable Appraised Value of such Additional Pool Aircraft (the sum of which portions may not exceed 100% of such Appraised Value) to be used under Section 2.18(b), Section 2.18(h) and/or Section 2.18(i) hereof.

                    (d) Intermediate Lessees. In connection with (i) the replacement of any Lease of any Pool Aircraft, (ii) the inclusion in the Designated Pool of any Additional Pool Aircraft pursuant to Section 2.18(c) above, or (iii) any Requirement of Law applicable to a Grantor or a Lessee or a Pool Aircraft, a Grantor holding title to a Pool Aircraft shall be entitled, by giving notice to the Security Trustee, to enter into an Intermediate Lease with an Intermediate Lessee with respect to such Pool Aircraft; provided that:

                                        (A) such Intermediate Lessee shall have executed and delivered to the Security Trustee (1) on or prior to entering into the Intermediate Lease (or, if later, in the case of any Additional Pool Aircraft, on or prior to such addition), a Grantor Supplement and/or Collateral Supplement, as applicable, and (2) such documents (including UCC Financing Statements, charge documents (if applicable) and registrations and recordings with the FAA (if applicable) and the International Registry) as are required to grant to the Security Trustee for the benefit of the Secured Parties a perfected security interest in the Collateral owned by such Intermediate Lessee (it being understood and agreed that, with respect to the Aircraft Collateral, only the Express Perfection Requirements shall be required to be satisfied);

                                        (B) such Intermediate Lessee shall have delivered a Lessee Notice to the applicable Lessee in accordance with this Agreement, and, to the extent required under the Express Perfection Requirements, shall procure a Lessee Acknowledgement in accordance with this Agreement signed by the applicable Lessee as promptly as practicable after the date the aircraft is added to the Designated Pool (or, if later, on or prior to entering into such Intermediate Lease) and in any event no later than 180 days after such date; and

                                        (C) if such Intermediate Lessee is incorporated under the laws of Ireland, within 21 days following the execution of the Security Documents referred to in clauses (A) - (B) above, the relevant Intermediate Lessee and/or Issuer or the relevant Grantor, as applicable, shall cause each such Security Document, or the particulars thereof, to be filed with the Irish Companies Registration Office and, if applicable, the Irish Revenue Commissioners and in each case shall provide evidence of such filings reasonably satisfactory to the Security Trustee or, if such Intermediate Lessee is incorporated under the laws of any other jurisdiction requiring specific filings or other actions, the relevant Intermediate Lessee and/or Issuer or the relevant Grantor, as applicable, shall cause such filings to be made or such other actions to be taken.

                    (e) Termination of Intermediate Lessee’s Status. Any Grantor may from time to time, upon not less than five (5) days’ revocable prior written notice from Issuer to the Security Trustee, at any time and from time to time assign the equity interests in an Intermediate Lessee to any Person that is not a Subsidiary of Issuer or otherwise terminate an Intermediate Lessee’s status as such, provided that such Intermediate Lessee is not party to an Intermediate Lease or a Lease or will not be at the time such transfer or other termination of such Intermediate Lessee’s status as such takes effect. If an Intermediate Lessee’s status is terminated as such, the Security Trustee’s security interests (including International Interests) in, and Liens on, the assets

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of such Intermediate Lessee shall be automatically released. The Security Trustee shall promptly execute and deliver to Issuer, at Issuer’s expense, all documents, and take such actions, at the Issuer’s expense, that Issuer shall reasonably request to evidence the Security Trustee’s release of the security interests (including International Interests) in and liens on, the applicable assets released in accordance with the previous sentence.

                    (f) Additional Grantors. The Issuer shall be entitled by giving notice to the Security Trustee, to include Additional Grantors that Own a Pool Aircraft (or an aircraft that is concurrently therewith becoming an Additional Pool Aircraft) or permit a Pool Aircraft to be Owned by another Eligible Person that is to become an Additional Grantor (including by transferring such Ownership from a Grantor to such Eligible Person or vice versa); provided that:

                                        (A) such Person shall be an Eligible Person and shall have executed and delivered to the Security Trustee (1) on or prior to Owning a Pool Aircraft, or, if later, an aircraft owned by such Grantor becoming a Pool Aircraft hereunder, as applicable, a Grantor Supplement (or Collateral Supplement if such Person is already a Grantor hereunder) and (2) such documents (including UCC Financing Statements, charge documents (if applicable) and registrations and recordings with the FAA (if applicable) and the International Registry) as are required to grant to the Security Trustee for the benefit of the Secured Parties a perfected security interest in the Collateral Owned by such Additional Grantor (it being understood and agreed that, with respect to the Aircraft Collateral, only the Express Perfection Requirements shall be required to be satisfied); and

                                        (B) such Grantor (or Issuer or another Grantor) shall have delivered a Lessee Notice to the applicable Lessee, and, to the extent required by the Express Perfection Requirements, shall procure a Lessee Acknowledgement in accordance with this Agreement signed by the applicable Lessee as promptly as practicable after the date the Additional Pool Aircraft is added to the Designated Pool and in any event no later than 180 days after such date.

                    (g) [reserved].

                    (h) Requirements Following an Event of Loss. If an Event of Loss occurs with respect to any Pool Aircraft, any Grantor shall within 120 days of the deemed occurrence of such Event of Loss either (i) replace the Pool Aircraft subject to such Event of Loss with one or more Replacement Aircraft which at such time have an aggregate Appraised Value that is equal to or greater than the Appraised Value than such Pool Aircraft had at such time prior to such Event of Loss (and the procedures set forth in Section 2.18(c) above are satisfied with respect to such Replacement Aircraft) and having an Eligible Lease thereof in effect, or (ii) deliver to the Security Trustee (directly under Section 2.07 or by delivery to the Securities Intermediary under an Account Control Agreement) an amount of cash, to be held as Collateral, equal to or greater than such Appraised Value of such Pool Aircraft prior to such Event of Loss, or (iii) effect a combination of one or more such Replacement Aircraft and cash as set forth in the preceding clauses (i) and (ii) such that the aggregate of the Appraised Value of such Replacement Aircraft and the amount of such cash is equal to or greater than such Appraised Value of such Pool Aircraft prior to such Event of Loss. Upon satisfaction of the conditions set forth in the

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preceding sentence with respect to any Pool Aircraft subject to such Event of Loss, the Security Trustee’s security interest (including International Interest) in, and Lien on, the Pool Aircraft subject to such Event of Loss (and any other Aircraft Collateral directly related to such Pool Aircraft) shall be automatically released and such Pool Aircraft shall be removed from the Designated Pool. The Security Trustee shall promptly execute and deliver to the Issuer and the relevant Grantor, at the Issuer’s expense, all documents, and take such actions, at the Issuer’s expense, that the Issuer or the relevant Grantor shall reasonably request to evidence its release of the security interests (including International Interests) in, and Liens on, the applicable Pool Aircraft (and any other Aircraft Collateral directly related to such Pool Aircraft). The Issuer or any Grantor may, at its option, designate portions of the applicable Appraised Value of any Replacement Aircraft (the sum of which portions may not exceed 100% of such Appraised Value) to be used under this Section 2.18(h), Section 2.18(b), and/or Section 2.18(i) hereof.

                    (i) Release of Cash Collateral. So long as no Enforcement Event shall continue to exist thereafter, the Issuer or any Grantor shall have the right to request the Security Trustee to release from the Lien of this Agreement, and to transfer to the Person or account as requested by the Issuer or such Grantor, any cash Collateral by adding Additional Pool Aircraft to the Designated Pool pursuant to the procedures set forth in Section 2.18(c) above and, upon such addition, the Security Trustee will release from the Lien of this Agreement, and instruct and require the applicable Securities Intermediary to transfer to the Person or account as requested by the Issuer or such Grantor, an amount of cash Collateral equal to the then Appraised Value of such Additional Pool Aircraft or such portion of the Appraised Value of such Additional Pool Aircraft equal to the cash Collateral to be released as designated by the Issuer or any Grantor (or, if less, the balance of the cash Collateral). The Issuer or any Grantor may, at its option, designate portions of the applicable Appraised Value of any Additional Pool Aircraft (the sum of which portions may not exceed 100% of such Appraised Value) to be used under this Section 2.18(i), Section 2.18(b), and/or Section 2.18(h) hereof.

                    (j) Repayment or Defeasance of Series of Secured Notes. (i) Following the redemption, repayment or defeasance (legal or covenant) of a series of Secured Notes in its entirety, the Issuer or a Grantor may remove Pool Aircraft from the Designated Pool or may remove cash from the Collateral (or any combination of the foregoing) at any time; provided that, after giving effect to any such removal, the Debt-to-Collateral Value Ratio shall be determined and shall not exceed 55%; provided, further, that any other series of Secured Notes with an earlier scheduled maturity has also been redeemed, repaid or defeased in its entirety.

                              (ii) Any such determination of the Debt-to-Collateral Value Ratio pursuant to the preceding paragraph (i) must be calculated on the basis of the Issuer obtaining and delivering to the Security Trustee three (3) Appraisals of each Pool Aircraft from Qualified Appraisers that were issued no more than 90 days prior to the date of the removal.

                              (iii) Upon receipt by the Security Trustee of a notice from the Issuer or a Grantor that one or more Pool Aircraft is removed from the Designated Pool pursuant to paragraph (i) of this Section 2.18(j), the Security Trustee’s security interest (including International Interest) in, and Lien on, such Pool Aircraft (and any other Aircraft Collateral directly related to such Pool Aircraft) shall be automatically released and such Pool Aircraft shall be removed from the Designated Pool. The Security Trustee shall promptly execute and deliver

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to the Issuer and the relevant Grantor, at the Issuer’s expense, all documents, and take such actions, at the Issuer’s expense, that the Issuer or the relevant Grantor shall reasonably request to evidence the Security Trustee’s release of the security interests in (including International Interests), and Liens on, the such Pool Aircraft (and any other Aircraft Collateral directly related to such Pool Aircraft).

                              (iv) Upon receipt by the Security Trustee from the Issuer or a Grantor of a notice to remove cash from the Collateral pursuant to paragraph (i) of this Section 2.18(j), the Security Trustee will release from the Lien of this Agreement, and instruct and require the applicable Securities Intermediary to transfer to the Person or account as notified by the Issuer or such Grantor, the amount of cash Collateral so notified to be removed by the Issuer or such Grantor in such notice.

                    (k) Termination of Grantor’s Status. The Issuer may at any time and from time to time, upon not less than five (5) days’ revocable prior written notice from the Issuer to the Security Trustee, terminate a Grantor’s status as such, provided that such Grantor (i) does not Own any Pool Aircraft or will not Own any Pool Aircraft at the time such termination of such Grantor’s status as such takes effect and (ii) is not party to any Lease or Intermediate Lease or will not be at the time such termination of such Grantor’s status as such takes effect. If a Grantor’s status is terminated as such, the Security Trustee’s security interests (including International Interests) in, and Liens on, the assets of such Grantor shall be automatically released. The Security Trustee shall promptly execute and deliver to the Issuer and the relevant Grantor, at the Issuer’s expense, all documents that the Issuer or such Grantor shall reasonably request to evidence the Security Trustee’s release of the security interests (including International Interests) in and Liens on the applicable assets released in accordance with the previous sentence.

          Section 2.19. Protection of Security Interest of the Security Trustee. Each Grantor shall deliver to the Security Trustee such additional supplements to this Agreement, charge documents, and other similar instruments, agreements and documents (including UCC Financing Statements) as the Security Trustee may reasonably request to effectuate the terms hereof under and in accordance with the Security Documents and thereby to: grant, maintain, protect and evidence security interests in favor of the Security Trustee for the benefit of the Secured Parties, and take all actions necessary to perfect security interests in favor of the Security Trustee, in accordance with (a) the laws of the United States (or any instrumentality thereof) (including but not limited to the filing of UCC Financing Statements in the appropriate locations, and appropriate offices and registrations and recordings with the FAA and the International Registry), (b) the Cape Town Convention, (c) the laws of the jurisdiction of registration of each Pool Aircraft and (d) the laws of the jurisdiction of organization of the applicable Grantor hereunder, in any or all present and future property of such Grantor which would constitute Collateral under and in accordance with the terms of the Security Documents prior to the Liens of any Person, except to the extent Permitted Liens may have priority; provided, however, that, only the Express Perfection Requirements shall be required to be satisfied in respect of the Aircraft Collateral. Upon the request of the Issuer or any Grantor, the Security Trustee shall execute and deliver and, if applicable, pre-position with counsel identified in such request, and instruct such counsel, as requested by the Issuer or such Grantor, to file, record or register, as applicable, any document referred to above in this Section 2.19, and no Grantor shall be in breach of this Section

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or this Agreement should the Security Trustee fail to do so as so requested. To the extent that (i) the Security Trustee’s consent is required for any filing, recording or registration of any document referred to above in this Section, or (ii) the Security Trustee is required to initiate any such filing, recording or registration, the Security Trustee shall act in accordance with the Issuer’s or the applicable Grantor’s instructions to ensure that such consent or such initiation of such filing, recording or registration is effected, and no Grantor shall be in breach of this Section or this Agreement should the Security Trustee fail to do so as so instructed (it being understood and agreed that in no event shall the Security Trustee be liable for any failure to so file, record or register as a result of the Issuer’s or such Grantor’s failure to provide any necessary information or instruction required for such filing, recordation or registration in a timely manner or if such information is inaccurate or incomplete).

          Section 2.20. Change of Name, etc. (a) No Grantor shall change its name unless such Grantor shall have given the Security Trustee at least thirty (30) days’ prior written notice thereof; provided that, in any case in which such change of name would or could make this Agreement, the other Security Documents, any filings or registrations or any financing statement or continuation statement filed pursuant to the terms hereof misleading within the meaning of Section 9-507(c) of the UCC or any other applicable law, such Grantor shall or, upon the Security Trustee’s reasonable request, shall, at the Issuer’s expense, promptly file appropriate amendments to all previously made filings or registrations and all previously filed financing statements and continuation statements. Upon the request of the Issuer or any Grantor, the Security Trustee shall execute and deliver and, if applicable, pre-position with counsel identified in such request, and instruct such counsel, as requested by the Issuer or such Grantor, to file, record or register, as applicable, any document referred to above in this Section 2.20(a), and no Grantor shall be in breach of this Section or this Agreement should the Security Trustee fail to do so as so requested. To the extent that (i) the Security Trustee’s consent is required for any filing, recording or registration of any document referred to above in this Section, or (ii) the Security Trustee is required to initiate any such filing, recording or registration, the Security Trustee shall act in accordance with the Issuer’s or the applicable Grantor’s instructions to ensure that such consent or such initiation of such filing, recording or registration is effected, and no Grantor shall be in breach of this Section or this Agreement should the Security Trustee fail to do so as so instructed (it being understood and agreed that in no event shall the Security Trustee be liable for any failure to so file, record or register as a result of the Issuer’s or such Grantor’s failure to provide any necessary information or instruction required for such filing, recordation or registration in a timely manner or if such information is inaccurate or incomplete.

                    (b) Each Grantor shall give the Security Trustee at least thirty (30) days’ prior written notice of any change of such Grantor’s location (for purposes of 9-307 of the UCC).

                    (c) Each Grantor shall furnish to the Security Trustee from time to time such statements and schedules further identifying and describing the Collateral as the Security Trustee may reasonably request, all in reasonable detail.

          Section 2.21. Ownership, Operation and Leasing of Pool Aircraft. No Grantor shall:

                    (a) other than in connection with a sale, transfer or other disposition or removal permitted under Section 2.18, permit any Person other than the Issuer or a Subsidiary of

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the Issuer (except to the extent of the Local Requirements Exception) to own beneficially any Pool Aircraft, or permit any Person other than a Grantor (except to the extent of the Local Requirements Exception) to hold title to any Pool Aircraft;

                    (b) other than in connection with a sale, transfer or other disposition or removal permitted under Section 2.18, permit any Person other than the Issuer or a Subsidiary of the Issuer (except to the extent of the Local Requirements Exception) to hold any portion of the equity interest in any Intermediate Lessee; and

                    (c) enforce, terminate, cancel or amend, replace or waive any term of, or otherwise modify, any Assigned Lease with respect to any Pool Aircraft other than in a manner consistent with Leasing Company Practice.

          Section 2.22. Representations Regarding Operation. No Grantor shall represent or hold out, or consent to any Lessee representing or holding out, the Trustee, the Security Trustee or a Holder of the Secured Notes (solely in their capacities as such) as (i) the owner or lessor of any Pool Aircraft, (ii) carrying goods or passengers on any Pool Aircraft or (iii) being in any way responsible for any operation of carriage (whether for hire or reward or gratuitously) with respect to any Pool Aircraft.

          Section 2.23. Compliance with Laws, Etc. Each Grantor shall comply in all material respects with all Requirements of Laws applicable to it and preserve and maintain its corporate (or similar) existence, rights, franchises, qualifications, and privileges, except to the extent that the failure so to comply with such Requirements of Laws, or the failure so to preserve and maintain such existence, rights, franchises, qualifications, and privileges, is caused by a Third Party Event, or would not materially adversely affect the Collateral, the collectability of monies owed under the Leases or the ability of such Grantor to perform its obligations under this Agreement.

          Without limiting the foregoing, except as may be related to a Third Party Event, each Grantor shall obtain all governmental (including regulatory) registrations, certificates, licenses, permits and authorizations required to be obtained by it in connection with this Agreement and for the Pool Aircraft Owned or leased by it, including a current certificate of airworthiness for each Pool Aircraft (issued by the applicable aviation authority and in the appropriate category for the nature of operations of such Pool Aircraft) unless such Pool Aircraft is not subject to a Lease or is undergoing maintenance or modification or the failure to so obtain any such governmental (including regulatory) registration, certificate, license, permit or authorization would not materially adversely affect the Collateral, the collectability of monies owed under the Leases or the ability of such Grantor to perform its obligations under this Agreement.

          Section 2.24. Information. The Issuer or a Grantor shall notify the Security Trustee and Trustee promptly after an officer of the Issuer responsible for matters related to this Agreement obtaining knowledge thereof, in writing and in reasonable detail, of any Event of Loss with respect to a Pool Aircraft.

          The Issuer shall furnish promptly, from time to time, subject to applicable confidentiality restrictions such other information, documents, records or reports respecting the Pool Aircraft

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and the Leases which are reasonably available to any Grantor and which the Trustee or the Security Trustee may (but shall not be obligated to), from time to time, reasonably request (including any Appraisal) to the extent necessary for the Trustee or the Security Trustee to confirm compliance with the terms of the Indenture or this Agreement.

          Section 2.25. Operation in the Ordinary Course. A Grantor may take the actions described in Section 8.07(c) hereof.

ARTICLE III

REMEDIES

          Section 3.01. Remedies. If any Enforcement Event has occurred and is continuing, and in each case subject to the quiet enjoyment rights of the applicable Lessee and/or sublessee of any Pool Aircraft:

                    (a) The Security Trustee may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein, all of the rights and remedies of a secured party upon default under the UCC (whether or not the UCC applies to the affected Collateral) and all of the rights and remedies under applicable law and also may (i) require any Grantor to, and such Grantor hereby agrees that it shall, at the Issuer’s expense and upon written request of the Security Trustee, forthwith assemble all or any part of the Collateral as directed by the Security Trustee and make it available to the Security Trustee at a place to be designated by the Security Trustee that is reasonably convenient and (ii) without notice except as specified below, sell or cause the sale of the Collateral or any part thereof in one or more parcels at public or private sale, at any of the Security Trustee’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Security Trustee may deem commercially reasonable. Each Grantor agrees that, to the extent notice of sale shall be required by law, at least ten days’ prior notice to such Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Security Trustee shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Security Trustee may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned.

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

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speedy relief in the form of any of the orders specified in Article 13 of the Cape Town Convention and Article X of the Protocol as the Security Trustee shall determine in its sole and absolute discretion, subject to any procedural requirements prescribed by applicable laws.

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

          Section 3.02. Priority of Payments. The Security Trustee hereby agrees that all cash proceeds received by the Security Trustee in respect of any Collateral pursuant to Section 3.01 hereof and any payments by the Issuer to the Security Trustee following and during the existence of an Enforcement Event, will be paid or held by the Security Trustee in the order of priority set forth below:

                    (a) first, to be paid to the Trustee (after repayment of the Trustee’s and the Security Trustee’s fees and expenses and indemnities) for the benefit of the Holders of the Secured Notes until repayment in full of the Secured Obligations then due and payable;

                    (b) second, to be held by the Security Trustee as cash Collateral under Section 2.07 (after repayment of the Trustee’s and the Security Trustee’s fees and expenses and indemnities) for any series of Secured Notes that has not matured, until all such series of Secured Notes shall have become due and payable, to be then paid to the Trustee to be applied to repayment in full of the Secured Obligations in respect of all such series (or released to the Issuer or a Grantor pursuant to Section 2.18(j) hereof after the related redemption, repayment or defeasance of such Secured Notes); and

                    (c) third, all remaining amounts to be paid to the Grantors or to whomsoever a court of competent jurisdiction may direct.

          Section 3.03. Action on Instructions. The rights and remedies of the Security Trustee hereunder are subject to Article 6 (Remedies of the Trustee and Holder on Event of Default) of the Indenture, and the Security Trustee will only be permitted, subject to applicable law, to exercise remedies, including to sell the Collateral, at the direction of the Trustee or the Holders of a majority in principal amount of the Outstanding Secured Notes.

          Section 3.04. Excluded Property. Notwithstanding anything to the contrary contained in the Indenture, this Agreement and/or the other Security Documents, if the Security Trustee receives any amounts, which the Issuer or a Grantor notifies the Security Trustee constitutes Excluded Property, the Security Trustee shall promptly distribute such amounts upon receipt by the Security Trustee directly to the Person or Persons entitled thereto as so instructed by the Issuer or such Grantor.

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ARTICLE IV

SECURITY INTEREST ABSOLUTE

          Section 4.01. Security Interest Absolute. Subject to Section 8.14, a separate action or actions may be brought and prosecuted against each Grantor to enforce this Agreement, irrespective of whether any action is brought against any other Grantor or whether any other Grantor is joined in any such action or actions. Except as otherwise provided in this Agreement, until the Secured Obligations then outstanding are paid in full, all rights of the Security Trustee and the security interests and Liens granted under, and all obligations of each Grantor under this Agreement shall be absolute and unconditional, irrespective of:

                    (a) any lack of validity or enforceability of the Indenture, any Security Document, Assigned Lease or any other agreement or instrument relating thereto;

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

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

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

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

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

          Section 4.02. Solvency. Each Grantor represents and warrants, and agrees, that it is Solvent after giving effect to such Grantor’s grant of a security interest in its Collateral hereunder and such grant is not subject to avoidance under Section 548 of the United States Bankruptcy Code or any comparable provision of any other applicable law. Solely for purposes of determining each Grantor’s compliance with the previous sentence, any indebtedness of a Grantor owed to the Issuer or a Subsidiary of the Issuer shall be treated as if it were not outstanding and the book value of such indebtedness shall be treated as if it were equity.

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ARTICLE V

THE SECURITY TRUSTEE

The Security Trustee and the Secured Parties agree among themselves as follows:

          Section 5.01. Authorization and Action. (a) Each Secured Party by its acceptance of the benefits of this Agreement hereby appoints and authorizes Wells Fargo as the initial Security Trustee to take such action as trustee on behalf of the Secured Parties and to exercise such powers and discretion under this Agreement and the Indenture as are specifically delegated to the Security Trustee by the terms of this Agreement and of the Indenture, and no implied duties and covenants shall be deemed to arise against the Security Trustee. For the avoidance of doubt, each Secured Party by its acceptance of the benefits of this Agreement hereby requests and instructs the Security Trustee to enter into all Assigned Lease-related documents and instruments on this date and as may arise from time to time for the purpose of establishing and maintaining its security interest for itself and for the benefit of the other Secured Parties in respect of any Assigned Lease.

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

                    (c) The powers conferred on the Security Trustee under this Agreement with respect to the Collateral are solely to protect its interests in this Agreement and shall not impose any duty upon it, except as explicitly set forth herein, to exercise any such powers. Except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it under this Agreement, the Security Trustee shall not have any duty as to any Collateral, as to ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not any Secured Party has or is deemed to have knowledge of such matters, or as to the taking of any necessary steps to preserve or perfect rights against any parties or any other rights pertaining to any Collateral. The Security Trustee shall not have any duty to ascertain or inquire as to the performance or observance of any covenants, conditions or agreements on the part of any Grantor or Lessee. The Security Trustee shall not be responsible for the existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of any Liens on any of the Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder, except to the extent such action or omission constitutes gross negligence or willful misconduct on the part of the Security Trustee, for the validity or sufficiency of the Collateral or any agreement or assignment contained therein, for the validity of the title of any Grantor to the Collateral, for insuring the Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral.

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The Security Trustee shall have no duty to ascertain or inquire as to the performance or observance of any of the terms of the Indenture or any of the Security Documents.

          Section 5.02. Representations or Warranties. The Security Trustee shall not make, nor shall it be deemed to have made, any representations or warranties as to the validity, legality or enforceability of this Agreement, the Indenture or any other document or instrument or as to the correctness of any statement contained in any thereof, or as to the validity or sufficiency of any of the pledge and security interests granted hereby, except that the Security Trustee in its individual capacity hereby represents and warrants (a) that each such specified document to which it is a party has been or will be duly executed and delivered by one of its officers who is and will at such time be duly authorized to execute and deliver such document on its behalf, and (b) that this Agreement is or will be the legal, valid and binding obligation of the Security Trustee in its individual capacity, enforceable against the Security Trustee in its individual capacity in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally.

          Section 5.03. Reliance; Agents; Advice of Counsel. (a) The Security Trustee shall not incur any liability to anyone as a result of acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties. The Security Trustee may accept a copy of a resolution of the board or other governing body of any party to this Agreement or the Indenture, certified by the Secretary or an Assistant Secretary thereof or other duly authorized Person of such party as duly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted by said board or other governing body and that the same is in full force and effect. As to any fact or matter the manner of ascertainment of which is not specifically described in this Agreement, the Security Trustee shall be entitled to receive and may for all purposes hereof conclusively rely, and shall be fully protected in acting or refraining from acting, on a certificate, signed by an officer of any duly authorized Person, as to such fact or matter, and such certificate shall constitute full protection to the Security Trustee for any action taken or omitted to be taken by them in good faith in reliance thereon. The Security Trustee shall assume, and shall be fully protected in assuming, that each other party to this Agreement is authorized by its constitutional documents to enter into this Agreement and to take all action permitted to be taken by it pursuant to the provisions of this Agreement, and shall not inquire into the authorization of such party with respect thereto.

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

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

                    (d) The Security Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation

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under this Agreement or in relation hereto, at the request, order or direction of any of the Secured Parties, pursuant to the provisions of this Agreement, unless such Secured Party shall have offered to the Security Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which may be incurred therein or thereby.

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

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

                    (g) The Security Trustee shall not be deemed to have notice or knowledge of an Event of Default or an Enforcement Event unless the Security Trustee obtains actual knowledge of such event or receives written notice of such event from the Issuer, a Grantor, the Trustee or the holders of at least 25% in principal amount of all Secured Notes at the time Outstanding.

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

                    (i) The Security Trustee shall, without the need for any direction or consent or other action of or by the Trustee, any Holders of the Secured Notes or any other Person, (i) execute and deliver, approve of, consent to, file, record or register, as applicable, all amendments, modifications and supplements to this Agreement and/or the other Security Documents, or other instrument or document relating to this Agreement and/or the other Security Documents, contemplated or required to be executed, approved, consented to, filed, recorded or registered, as applicable, by the Security Trustee in accordance with the terms of this Agreement (whether pursuant to Article II or VIII hereof or otherwise) and (ii) release the Security Trustee’s security interest (including International Interests) in and liens on the Collateral, or applicable portion thereof, in accordance with the terms of this Agreement (whether pursuant to Article II or VIII hereof or otherwise), and shall, at the Issuer’s expense, execute and deliver to the Issuer and

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the relevant Grantor all documents, and take such actions, that the Issuer or the relevant Grantor shall reasonably request to evidence the Security Trustee’s release of the Collateral, or applicable portion thereof, in accordance with the terms of this Agreement (whether pursuant to Article II or VIII hereof or otherwise).

          Section 5.04. Cape Town Convention. The Security Trustee, during the term of this Agreement, shall establish and maintain a valid and existing account as a Transacting User Entity with the International Registry and appoint an Administrator and/or a Professional User Entity to make registrations and discharges in regard to the Collateral as required by this Agreement.

          Section 5.05. No Individual Liability. The Security Trustee shall not have any individual liability in respect of all or any part of the Secured Obligations, and all shall look, subject to the lien and priorities of payment provided herein and in the Indenture, only to the Collateral of the Grantors (to the extent provided herein) or in the case of the Issuer as provided herein or in the Indenture for payment or satisfaction of the Secured Obligations pursuant to this Agreement and the Indenture.

ARTICLE VI

SUCCESSOR SECURITY TRUSTEE

          Section 6.01. Resignation and Removal of the Security Trustee. The Security Trustee may resign at any time without cause by giving at least 30 days’ prior written notice to the Issuer and the Trustee. The Holders of a majority in principal amount of the Outstanding Secured Notes by the instructions of said Holders of a majority in principal amount of the Outstanding Secured Notes delivered to the Security Trustee, the Issuer and the Trustee, may at any time remove the Security Trustee without cause. No resignation by or removal of the Security Trustee pursuant to this Section 6.01 shall become effective prior to the date of appointment by the Trustee under the Indenture upon the instructions from the Holders of a majority in principal amount of the Outstanding Secured Notes of a successor Security Trustee and the acceptance of such appointment by such successor Security Trustee.

          Section 6.02. Appointment of Successor. (a) In the case of the resignation or removal of the Security Trustee, Holders of a majority in principal amount of the Outstanding Secured Notes by the instructions of such Holders of a majority in principal amount of the Outstanding Secured Notes delivered to the Trustee may instruct the Trustee to appoint a successor Security Trustee, and the Trustee shall promptly make such appointment. So long as no Event of Default shall have occurred and be continuing, any such successor Security Trustee shall as a condition to its appointment be reasonably acceptable to the Issuer. If a successor Security Trustee shall not have been appointed and accepted its appointment hereunder within 60 days after the Security Trustee gives notice of resignation, the retiring Security Trustee, the Trustee, or the Holders of a majority in principal amount of the Outstanding Secured Notes may petition any court of competent jurisdiction for the appointment of a successor Security Trustee. Any successor Security Trustee so appointed by such court shall immediately and without further act be superseded by any successor Security Trustee appointed as provided in the first sentence of this paragraph within one year from the date of the appointment by such court.

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

                    (c) The successor Security Trustee shall be an Eligible Institution, if there be such an institution willing, able and legally qualified to perform the duties of the Security Trustee hereunder and, unless such institution is an Affiliate of the initial Security Trustee or an Event of Default has occurred and is continuing, reasonably acceptable to the Issuer.

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

ARTICLE VII

INDEMNITY AND EXPENSES

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

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required to reimburse any expense or indemnify against any loss or liability incurred by the Security Trustee through negligence or bad faith.

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

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

          Section 7.02. Secured Parties’ Indemnity. (a) The Security Trustee shall be entitled to be indemnified (subject to the limitations and requirements described in Section 7.01 mutatis mutandis) by the Holders (such Holders providing such indemnity being referred to as the “Indemnifying Holders”) to the sole satisfaction of the Security Trustee before proceeding to exercise any right or power under this Agreement at the request or direction of the Trustee or the Holders pursuant to the Indenture.

                    (b) In order to recover under Section 7.02 (a) above, the Security Trustee: (i) must provide reasonably prompt notice to the Trustee and the Indemnifying Holders of any claim for which indemnification is sought, provided that the failure to provide notice shall only limit the indemnification provided hereby to the extent of any incremental expense or actual prejudice as a result of such failure; and (ii) must not make any admissions of liability or incur any significant expenses after receiving actual notice of the claim or agree to any settlement without the written consent of the Indemnifying Holders which consent shall not be unreasonably withheld. No Holder shall be required to reimburse any expense or indemnify against any loss or liability sustained by the Security Trustee through negligence or bad faith.

                    (c) The Indemnifying Holders may, in their sole discretion, and at their expense, control the defense of the claim including, designating counsel for the Security Trustee and controlling all negotiations, litigation, arbitration, settlements, compromises and appeals of any claim; provided that (i) the Indemnifying Holders may not agree to any settlement involving any indemnified person that contains any element other than the payment of money and complete indemnification of the indemnified person without the prior written consent of the

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affected indemnified person, (ii) the Indemnifying Holders shall engage and pay the expenses of separate counsel for the indemnified person to the extent that the interests of the Security Trustee are in conflict with those of the Indemnifying Holders and (iii) the indemnified person shall have the right to disapprove the counsel designated by the Indemnifying Holders which disapproval shall not be unreasonably given.

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

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

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

ARTICLE VIII

MISCELLANEOUS

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

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

                    (c) Upon the execution and delivery by a Grantor of a Collateral Supplement, (i) Annex I to each Collateral Supplement shall be incorporated into, become a part of and supplement and amend, as specified in such Collateral Supplement, Schedules I, III, IV and VI,

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respectively, and the Security Trustee may attach such Annexes as supplements to such Schedules; and each reference to such Schedules shall be a reference to such Schedules as so supplemented and amended, and (ii) the Security Trustee shall execute and deliver such Collateral Supplement.

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

If to the Issuer or a Grantor:
	c/o GE Capital Aviation Services LLC
	777 Long Ridge Road, Bldg C
	Stamford, CT 06927
	Attention: Operations Leader
	Facsimile: (203) 961-3911
	Email: NAnotices@GECAS.com
With a copy to:
	c/o General Electric Capital Corporation
	201 High Ridge Road
	Stamford, CT 06927
	Attention: Senior Vice President — Corporate Treasury
	and Global Funding Operations
	Facsimile: (203) 585-1191
If to the Security Trustee:
	Wells Fargo Bank Northwest, N.A.
	260 North Charles Lindbergh Drive
	MAC: U1240-026
	Salt Lake City, Utah 84116
	Attention: Corporate Trust Lease Group
	Fax: (801) 246-7142

or, as to each party, at such other address as shall be designated by such party in a written notice to each other party complying as to delivery with the terms of this Section 8.02. Each such notice shall be effective (a) on the date personally delivered to an authorized officer of the party to which sent, or (b) on the date transmitted by legible telecopier or electronic mail transmission with a confirmation of receipt (except that, if not given during normal business hours for the recipient, shall be deemed to have been given on the next business day for the recipient).

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

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

          Section 8.05. Continuing Security Interest; Assignments. Subject to Section 8.06, this Agreement shall create a continuing security interest in the Collateral and shall (a) remain in full force and effect until the earliest of (i) the redemption or payment in full in cash of the Secured Notes then Outstanding as provided in the Indenture, (ii) defeasance (legal or covenant) of the Outstanding Secured Notes as and to the extent provided in the Indenture or (iii) no Secured Notes being Outstanding as provided in the Indenture, provided, that, in the case of clauses (i), (ii) and (iii) above, all other Secured Obligations then due and payable shall have been paid in full, (b) be binding upon each Grantor, its successors and assigns and (c) inure, together with the rights and remedies of the Security Trustee hereunder, to the benefit of and be binding upon the Secured Parties and their respective successors, permitted transferees and permitted assigns.

          Section 8.06. Release and Termination. (a) Upon any sale, lease, transfer or other disposition or removal from the Designated Pool of any Pool Aircraft or the removal or release of any Account Collateral or sale, lease, transfer or other disposition of any other item of Collateral in each case in accordance with the terms of this Agreement and the Indenture, such item of Collateral and all related Collateral will be deemed automatically, and without the need for further action by any Person, released from the Lien hereof, and the Security Trustee will, at the Issuer’s expense, (i) execute and deliver to the Issuer and the Grantor of such item of Collateral and all related Collateral such documents as the Issuer or such Grantor shall reasonably request and provide to the Security Trustee, and take such other actions as the Issuer or such Grantor may reasonably request, to evidence the release of such item of Collateral and all related Collateral from the assignment and security interest (including International Interests and Liens) granted or created hereby and (ii) deliver to such Grantor any Chattel Paper Original of the Lease of such Pool Aircraft then held by the Security Trustee pursuant to this Agreement, and to the extent that (A) the Security Trustee’s consent is required for any discharge of the interests in such released Collateral from the International Registry or other registry or (B) the Security Trustee is required to initiate any such discharge, the Security Trustee shall ensure that such consent or such initiation of such discharge is effected upon the Issuer’s or a Grantor’s request therefor.

                    (b) Upon the occurrence of an event described in clauses (i), (ii) or (iii) of Section 8.05(a) above and subject to the requirements of applicable Law, the assignment and security interest granted by Section 2.01 hereof shall terminate and all provisions of this Agreement (except for Section 7.01 or this Section 8.06(b)) relating to the Secured Obligations, the Lien hereof, the Secured Parties or the Security Trustee shall cease to be of any effect. Upon any such termination, the Security Trustee will, at the Issuer’s expense, (i) execute and deliver to the Issuer and each relevant Grantor such documents as the Issuer or such Grantor shall prepare and reasonably request, and take such other actions as the Issuer or such Grantor may reasonably request, to evidence such termination and (ii) deliver to each relevant Grantor the Chattel Paper Originals then held by the Security Trustee pursuant to this Agreement, and to the extent that (A) the Security Trustee’s consent is required for any discharge of the interests in such released Collateral from the International Registry or other registry or (B) the Security Trustee is required

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to initiate any such discharge, the Security Trustee shall ensure that such consent or such initiation of such discharge is effected upon the Issuer’s or a Grantor’s request therefor.

                    (c) If, prior to the termination of this Agreement, the Security Trustee ceases to be the Security Trustee in accordance with the provisions of Section 6.01, all certificates, instruments, Chattel Paper Originals or other documents being held by the Security Trustee at such time shall, within five (5) Business Days from the date on which it ceases to be the Security Trustee, be delivered to the successor Security Trustee.

          Section 8.07. Compliance with TIA.

                    (a) The Issuer will comply with the provisions of Section 314(d) of the TIA if and to the extent applicable to any release of or addition to Collateral; provided, that the Issuer shall not be required to comply with the requirements of Section 314(d) of the TIA if it reasonably determines that under the terms of Section 314(d) of the TIA or any interpretation or guidance as to the meaning thereof of the SEC and its staff, including “no action” letters or exemptive orders, existing from time to time, all or any portion of Section 314(d) of the TIA is inapplicable to any release or series of releases of Collateral.

                    (b) Any certificate or opinion required by Section 314(d) of the TIA may be made by an officer of the Issuer, except in cases in which Section 314(d) of the TIA requires that such certificate or opinion be made by an independent Person. The release of any Collateral from the Lien hereof and of the Security Documents pursuant to the terms of the Security Documents or the Indenture will be deemed not to impair the security under the Indenture, this Agreement and the other Security Documents in contravention of the provisions thereof or hereof.

                    (c) Subject to the other terms and conditions of the Indenture, this Agreement and the other Security Documents, including Section 2.18, the Grantors may, without any release or consent by the Trustee, the Security Trustee or the Holders of the Secured Notes, conduct ordinary course activities in accordance with Leasing Company Practice with respect to the Collateral, such as: (i) selling, transferring, exchanging, abandoning, leasing or otherwise disposing of property subject to the Liens securing the Secured Obligations, including Airframe and Engine parts, components, ancillary equipment or devices included within the Collateral; (ii) enforcing, terminating, canceling or amending, replacing or waiving any term of, or otherwise modifying, any of the Assigned Leases or other leasehold interests in the Collateral; (iii) holding, using, applying, disposing of and otherwise dealing with any cash, accounts receivable or other amounts from time to time received or receivable under the Assigned Leases or otherwise in respect of the Collateral; (iv) altering, repairing or replacing property subject to the Liens securing the Secured Obligations, including Airframe and Engine parts, components, ancillary equipment or devices included within the Collateral; and (v) selling, disposing of or transferring any inventory that is Collateral. By the January 15 and July 15 following each Measurement Period, the Issuer shall deliver to the Trustee and the Security Trustee an Officer’s Certificate to the effect that all actions authorized by this paragraph occurring during such Measurement Period occurred in the ordinary course of the Issuer’s and the Grantors’ business, and were permitted by this Agreement and that all proceeds therefrom were used by the Issuer and the

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Grantors in the ordinary course of their business or to make cash payments not prohibited by the Indenture and by this Agreement.

                    (d) Each Grantor shall take such action as is necessary for the Issuer to furnish any annual opinions required by Section 15.01 (Security) of the Indenture relating to the validity of the Liens.

                    (e) If and to the extent required by the TIA, upon any application or demand by the Issuer or any Grantor to the Security Trustee or the Trustee to take any action under any of the provisions of this Agreement or the other Security Documents (including, without limitation, if and to the extent required by the TIA, in connection with the actions described in Sections 2.18, 8.06(a), 8.06(b), 8.13(b) and 8.13(c) hereof), the Issuer shall furnish to the Security Trustee or the Trustee any certificates and/or the opinions described in Section 16.05 (Evidence of Compliance with Conditions Precedent) of the Indenture relating to compliance with conditions precedent.

          Section 8.08. Currency Conversion. If any amount payable by the Issuer under this Agreement is received or recovered by the Security Trustee in a currency (the “Received Currency”) other than the currency in which such amount was expressed to be payable under this Agreement (the “Agreed Currency”), then the amount in the Received Currency actually received or recovered by the Security Trustee, to the extent permitted by law, shall only constitute a discharge of the Issuer to the extent of the amount of the Agreed Currency which the Security Trustee was or would have been able in accordance with its normal procedures to purchase on the date of actual receipt or recovery (or, if that is not practicable, on the next date on which it is so practicable), and, if the amount of the Agreed Currency which the Security Trustee is or would have been so able to purchase is less than the amount of the Agreed Currency which was originally payable by the Issuer, the Issuer shall pay to the Security Trustee for the benefit of the Secured Parties such amount as it shall determine to be necessary to indemnify the Security Trustee and the Secured Parties against any loss sustained by it as a result (including the cost of making any such purchase and any premiums, commissions or other charges paid or incurred in connection therewith) and so that, to the extent permitted by law, (i) such indemnity shall constitute a separate and independent obligation of the Issuer distinct from its obligation to discharge the amount which was originally payable by the Issuer and (ii) shall give rise to a separate and independent cause of action and apply irrespective of any indulgence granted by the Security Trustee and continue in full force and effect notwithstanding any judgment, order, claim or proof for a liquidated amount in respect of the amount originally payable by the Issuer or any judgment or order and no proof or evidence of any actual loss shall be required.

          Section 8.09. Governing Law. THIS AGREEMENT IS DELIVERED IN THE STATE OF NEW YORK. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT, AND ALL ISSUES CONCERNING THE RELATIONSHIP OF THE PARTIES HERETO AND THE ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES HERETO, WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT REFERENCE TO CONFLICT OF LAWS PRINCIPLES (WITH THE EXCEPTION OF SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW)).

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          Section 8.10. Jurisdiction; Consent to Service of Process. (a) To the extent permitted by applicable law, each party, and the Issuer, hereby irrevocably and unconditionally submits, for itself and its property, to the non-exclusive jurisdiction of any New York State court or federal court of the United States sitting in New York County, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the other Security Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any Secured Party may otherwise have to bring any action or proceeding relating to this Agreement or the other Security Documents against any Grantor or its properties in the courts of any jurisdiction.

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

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

          Section 8.11. Counterparts. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement, the other Security Documents and the Indenture constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. This Agreement (i) will become effective when the Security Trustee and the Issuer shall have received counterparts hereof that, when taken together, bear the signatures of each of the parties hereto and (ii) thereafter will be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopy or electronic mail will be effective as delivery of a manually executed counterpart of this Agreement.

          Section 8.12. Table of Contents, Headings, Etc. The Table of Contents and headings of the Articles and Sections of this Agreement have been inserted for convenience of reference only, are not to be considered a part hereof and shall in no way modify or restrict any of the terms and provisions hereof.

          Section 8.13. Non-Invasive Provisions; Engine Substitutions; Certain Collateral Related Matters. (a) Notwithstanding any other provision of this Agreement, the Security

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Trustee agrees that, so long as no Enforcement Event shall have occurred and be continuing, it will not take any action or cause to be taken any action, or permit any Person claiming by, through or on behalf of it to take any action or cause any action, that would interfere with the possession, use, operation and quiet enjoyment of and other rights with respect to any Pool Aircraft or Collateral related thereto and all rents, revenues, profits and income therefrom, including the right to enforce manufacturers’ warranties, the right to apply or obtain insurance proceeds for damage to any Pool Aircraft or any part thereof to the repair or replacement of any Pool Aircraft or any part thereof or otherwise to the extent not required to be deposited as cash Collateral hereunder, the right to require the re-registration of any Pool Aircraft and the right to engage in pooling, leasing and similar actions, in each case in accordance with the terms of this Agreement.

                    (b) Notwithstanding any other provision of this Agreement, the Security Trustee agrees, (i) so long as no “Event of Default” (or similar term) under and as defined in a Lease shall have occurred and be continuing and as otherwise provided in such Lease, not to take any action or cause to be taken any action, or permit any Person claiming by, through or on behalf of it to take any action or cause any action, that would interfere with the possession, use, operation and quiet enjoyment of and other rights of the Lessee (or, if applicable, its sublessee) with respect to the Pool Aircraft or part thereof subject to such Lease or Collateral related thereto and all rents, revenues, profits and income therefrom, including, the right to enforce manufacturers’ warranties, the right to apply or obtain insurance proceeds for damage to such Pool Aircraft or any part thereof to the repair of any Pool Aircraft or any part thereof or otherwise as provided in such Lease and the right to engage in pooling, leasing and similar actions, in each case in accordance with the terms of such Lease, (ii) with respect to a sublease under which the sublessee has been granted rights of quiet enjoyment by a Grantor, so long as no “Event of Default” (or similar term) under and as defined in such sublease shall have occurred and be continuing and as otherwise provided in such sublease, not to take any action or cause to be taken any action, or permit any Person claiming by, through or on behalf of it to take any action or cause any action, that would interfere with the possession, use, operation and quiet enjoyment of and other rights of such sublessee with respect to the Pool Aircraft or part thereof subject to such sublease or Collateral related thereto and all rents, revenues, profits and income therefrom, including, the right to enforce manufacturers’ warranties, the right to apply or obtain insurance proceeds for damage to such Pool Aircraft or any part thereof to the repair of any Pool Aircraft or any part thereof or otherwise as provided in such sublease and the right to engage in pooling, leasing and similar actions, in each case in accordance with the terms of such sublease and (iii) to release any Lien the Security Trustee may have upon any Pool Aircraft or any part thereof upon the exercise by the Lessee or sublessee of such Pool Aircraft or part thereof of any right to purchase such Pool Aircraft or any part thereof or obtain or require the conveyance of title to such Pool Aircraft or any part thereof, in each case as contemplated by Sections 2.18 and 8.07(c) hereof and in accordance with the terms of such Lease or sublease or a Permitted Lien referred to in clause (o) of the definition of Permitted Liens.

                    (c) The Security Trustee agrees to release any security interest (including International Interests) and Lien the Security Trustee may have upon any Engine, and such security interest and Lien is deemed automatically and without further act to be released, upon (i) a Grantor providing the Security Trustee with written notice of a transfer thereof and with a copy of the bill of sale or other instrument evidencing the transfer of title of a replacement

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Engine to a Grantor or (ii) the total loss payment being received (or Replacement Aircraft being provided) in a case where the Airframe, but not such Engine, was the subject of an Event of Loss; provided that, for the avoidance of doubt, the Security Trustee shall not release any Lien upon an Engine that is not replaced by a Grantor or a Lessee or sublessee or other Person, unless such Engine is associated with an aircraft that was subject to an Event of Loss or otherwise removed from the Designated Pool (in which case the Security Trustee shall release any security interest (including International Interests) and Lien the Security Trustee may have upon such Engine, and such security interest and Lien is deemed automatically and without further act to be released). The relevant Grantor shall at the request of the Security Trustee execute a supplement to this Agreement to evidence that any such replacement engine has become subject to the Lien of this Agreement and the Security Trustee shall, at the Issuer’s expense and at the request of the Issuer or the relevant Grantor, execute a supplement to this Agreement, and execute and deliver such further documents and take such action as the Issuer or the relevant Grantor shall reasonably request, to evidence the release of the applicable Engine from the security interest (including International Interest) and Lien of the Security Trustee.

                    (d) The Security Trustee, on behalf of each Secured Party, agrees that it will not claim, and upon the request of the Issuer or the relevant Grantor, the Security Trustee will confirm in writing that it does not claim, any right, title or interest in any engine or part (including any audio, visual, telephonic, seating, entertainment or similar equipment) that is installed on a Pool Aircraft which does not constitute an “engine” or “part” as defined in the applicable Lease.

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

                    (f) The Security Trustee shall, from time to time upon the request of the Issuer or the relevant Grantor, provide a quiet enjoyment letter or agreement (in the substance of Section 8.13(b) or as provided in Section 2.06(a), if applicable, or as otherwise agreed with the Issuer or the relevant Grantor or in the form provided for in the applicable Lease) relating to each Lease and/or, if applicable, sublease of each aircraft that will be or is a Pool Aircraft. In furtherance of the foregoing:

                              (I) if the applicable Lease so provides (or it is consistent with Leasing Company Practice to so agree with the applicable Lessee), the Security Trustee shall provide an agreement that if an “event of default” under the Lease shall not have occurred and be continuing, the Security Trustee will not: (i) discharge the registration with the International Registry of the International Interests arising with respect to the Lease, or (ii) transfer the right to discharge any of such International Interests to any other Person or cause any such right to be so transferred; and

                              (II) if the term of the applicable Lease is extended or there is an engine substitution or replacement under a Lease, the Security Trustee shall, upon the request of the Issuer or the relevant Grantor, register on the International Registry a subordination of the International Interest provided for hereunder with respect to each Aircraft Object subject to such

- 56 -

Lease to any International Interest constituted by the extension of such term and/or the lease of such substitute or replacement engine.

          Section 8.14. Limited Recourse. (a) The Grantors are not obligors with respect to the Secured Notes, and are not guarantors with respect to the Secured Obligations except in respect of their obligation to provide Collateral pursuant to Section 2.01. Accordingly, in the event that the Collateral of a Grantor is insufficient, after payment of all other claims, if any, ranking in priority to the claims of the Security Trustee or any Secured Party hereunder, to pay in full claims of the Security Trustee or such Secured Party (as the case may be) for payment of all Secured Obligations payable hereunder, then the Security Trustee or such Secured Party shall have no further claim against such Grantor in respect of any such unpaid amounts.

                    (b) To the extent permitted by applicable law, no recourse under any obligation, covenant or agreement of any party contained in this Agreement shall be had against any shareholder, officer or director of the relevant party as such, by the enforcement of any assessment or by any proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that this Agreement is a corporate obligation of the relevant party and no personal liability shall attach to or be incurred by the shareholders, officers or directors of the relevant party as such, or any of them under or by reason of any of the obligations, covenants or agreements of such relevant party contained in this Agreement, or implied therefrom, and that any and all personal liability for breaches by such party of any of such obligations, covenants or agreements, either at law or by statute or constitution, of every such shareholder, officer or director is hereby expressly waived by the other parties as a condition of and consideration for the execution of this Agreement.

                    (c) The guarantees, obligations, liabilities and undertakings granted by any Grantor organized under the laws of France or a similar jurisdiction under this Agreement and the other Security Documents shall, for each relevant financial year, be, in any and all cases, strictly limited to 90% of the annual net margin generated by such Grantor or Grantors in connection with back-to-back leasing activities between it and any other Grantor with respect to the lease of Pool Aircraft.

                    (d) Each Grantor that is a bank or trust company that executes this Agreement or any related document as an owner trustee is doing so solely in its capacity as Owner Trustee under the relevant trust agreement and not in its individual capacity, and in no case shall it (or any entity acting as successor Owner Trustee under the relevant trust agreement) be personally liable for or on account of any of the statements, representations, warranties, covenants or obligations stated to be those of such Grantor, all such liability being hereby waived; provided, however, that it (or any successor Owner Trustee) shall be personally liable for its own gross negligence, its own simple negligence in the handling of funds actually received by it in accordance with the terms of this Agreement, its fraud or willful misconduct; and provided, further, that nothing contained in this Section shall be construed to limit the exercise and enforcement in accordance with the terms of this Agreement or any related document of rights and remedies against the relevant trust estate.

[The Remainder of this Page is Intentionally Left Blank]

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

INITIAL GRANTORS:
AFS INVESTMENTS 52 LLC
By:	National Aviation Solutions, Inc., its member
By:	/s/ Michael Kriedberg
	Name: Michael Kriedberg
	Title:   President
AFS INVESTMENTS 54 LLC
By:	National Aviation Solutions, Inc., its member
By:	/s/ Michael Kriedberg
	Name: Michael Kriedberg
	Title:  President
AFS INVESTMENTS 55 LLC
By:	National Aviation Solutions, Inc., its member
By:	/s/ Diarmuid Hogan
	Name: Diarmuid Hogan
	Title:   Vice President
AFS INVESTMENTS 56 LLC
By:	National Aviation Solutions, Inc., its member
By:	/s/ Diarmuid Hogan
	Name: Diarmuid Hogan
	Title:   Vice President

[Signature Page – Aircraft Mortgage and Security Agreement]

AFS INVESTMENTS 57 LLC
By:	NAS Investments 3, Inc., its member
By:	/s/ Gregory Hong
	Name: Gregory Hong
	Title:   Vice President
AFS INVESTMENTS 68 LLC
By:	AFS Investments 67, Inc., its member
By:	/s/ Gregory Hong
	Name: Gregory Hong
	Title:   Vice President
AFS INVESTMENTS 71 LLC
By:	AFS Investments 67, Inc., its member
By:	/s/ Michael Kriedberg
	Name: Michael Kriedberg
	Title:   President
AFS INVESTMENTS XL-C LLC
By:	NAS Investments 3, Inc., its member
By:	/s/ Michael Kriedberg
	Name: Michael Kriedberg
	Title:   President
CHARLES RIVER AIRCRAFT FINANCE, INC.
By:	/s/ Charles H. Meyer
	Name: Charles H. Meyer
	Title:   Vice President

[Signature Page – Aircraft Mortgage and Security Agreement]

TUOLUMNE RIVER AIRCRAFT FINANCE, INC.
By:	/s/ Charles H. Meyer
	Name: Charles H. Meyer
	Title:   Vice President

[Signature Page – Aircraft Mortgage and Security Agreement]

U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity, except as expressly provided herein, but solely as Owner Trustee under each Trust Agreement listed on Schedule II hereto to which it is a party
By:	/s/ Kathy L. Mitchell
	Name: Kathy L. Mitchell
	Title:   Vice President
U.S. BANK TRUST NATIONAL ASSOCIATION, not in its individual capacity, except as expressly provided herein, but solely as Owner Trustee under each Trust Agreement listed on Schedule II hereto to which it is a party
By:	/s/ Kathy L. Mitchell
	Name: Kathy L. Mitchell
	Title:   Vice President
WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, not in its individual capacity, except as expressly provided herein, but solely as Owner Trustee under each Trust Agreement listed on Schedule II hereto to which it is a party
By:	/s/ Joseph H. Pugsley
	Name: Joseph H. Pugsley
	Title:   Assistant Vice President
WILMINGTON TRUST COMPANY, not in its individual capacity, except as expressly provided herein, but solely as Owner Trustee under each Trust Agreement listed on Schedule II hereto to which it is a party
By:	/s/ Jose L. Paredes
	Name: Jose L. Paredes
	Title:   Assistant Vice President

[Signature Page – Aircraft Mortgage and Security Agreement]

ISSUER AGREEMENT

THE UNDERSIGNED HEREBY AGREES TO BE BOUND BY AND PERFORM THE OBLIGATIONS OF THE “ISSUER” PROVIDED FOR IN THIS AIRCRAFT MORTGAGE AND SECURITY AGREEMENT

GENERAL ELECTRIC CAPITAL CORPORATION

By:	/s/ Kathleen Yoh
	Name: Kathleen Yoh
	Title:   Vice President and Assistant Treasurer

SECURITY TRUSTEE:
WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, not in its individual capacity but solely as the Security Trustee
By:	/s/ Joseph H. Pugsley
	Name: Joseph H. Pugsley
	Title:   Assistant Vice President

[Signature Page – Aircraft Mortgage and Security Agreement]

SCHEDULE I
AIRCRAFT MORTGAGE AND SECURITY AGREEMENT

AIRCRAFT OBJECTS

Ref.	Airframe	Airframe	Airframe		Engine Mftr.
No.	Mftr.	Model1	MSN	Reg. No.	and Model1	Engine MSN	Owned By
1.	Boeing	B737-700	32653	N168AT	CFM	891949,	AFS Investments
					International	890968	54 LLC
					CFM56-7B20
2.	Boeing	B737-700	32654	N176AT	CFM	893250,	AFS Investments
					International	892255	55 LLC
					CFM56-7B20
3.	Boeing	B737-700	32656	N184AT	CFM	892312,	AFS Investments
					International	892313	56 LLC
					CFM56-7B20
4.	Boeing	B737-700	32657	N240AT	CFM	892327,	AFS Investments
					International	892335	57 LLC
					CFM56-7B20
5.	Boeing	B737-700	32660	N261AT	CFM	892376,	AFS Investments
					International	892379	54 LLC
					CFM56-7B20
6.	Boeing	B737-700	32661	N173AT	CFM	893117,	AFS Investments
					International	893127	56 LLC
					CFM56-7B20
7.	Boeing	B737-700	32662	N273AT	CFM	892527,	AFS Investments
					International	892537	55 LLC
					CFM56-7B20
8.	Boeing	B737-700	32664	N276AT	CFM	892572,	AFS Investments
					International	892571	56 LLC
					CFM56-7B20
9.	Boeing	B737-700	32665	N278AT	CFM	892604,	AFS Investments
					International	892590	57 LLC
					CFM56-7B20
10.	Boeing	B737-700	32666	N279AT	CFM	892629,	AFS Investments
					International	892628	54 LLC
					CFM56-7B20
11.	Boeing	B737-700	32668	N284AT	CFM	892729,	AFS Investments
					International	892728	55 LLC
					CFM56-7B20
12.	Boeing	B737-700	32670	N285AT	CFM	892780,	AFS Investments
					International	892777	56 LLC
					CFM56-7B20
13.	Boeing	B737-700	32671	N287AT	CFM	892831,	AFS Investments
					International	892828	57 LLC
					CFM56-7B20
14.	Boeing	B737-700	32673	N289AT	CFM	892829,	AFS Investments
					International	893861	54 LLC

¹ All model numbers are based on the relevant manufacturer’s marketing designations and may differ from the model noted in the FAA type certificate for the equipment as well as from the designations used for FAA registry filings and/or International Registry registrations.

Ref.	Airframe	Airframe	Airframe		Engine Mftr.
No.	Mftr.	Model1	MSN	Reg. No.	and Model1	Engine MSN	Owned By
					CFM56-7B20
15.	Boeing	B737-700	32675	N291AT	CFM	892917,	AFS Investments
					International	892916	55 LLC
					CFM56-7B20
16.	Boeing	B737-700	32677	N295AT	CFM	892986,	AFS Investments
					International	892984	56 LLC
					CFM56-7B20
17.	Boeing	B737-700	32678	N299AT	CFM	894185,	AFS Investments
					International	894210	57 LLC
					CFM56-7B20
18.	Boeing	B737-700	32679	N7714B	CFM	890855,	AFS Investments
					International	891856	54 LLC
					CFM56-7B20
19.	Boeing	B737-700	32681	N149AT	CFM	890882,	AFS Investments
					International	890883	55 LLC
					CFM56-7B20
20.	Boeing	B737-700	32744	N169AT	CFM	892107,	AFS Investments
					International	892108	55 LLC
					CFM56-7B20
21.	Boeing	B737-800	30905	N862NN	CFM	804564,	Wilmington Trust
					International	805563	Company, as
					CFM56-7B24/3		Owner Trustee
22.	Boeing	B737-800	30907	N857NN	CFM	804492,	Wilmington Trust
					International	804479	Company, as
					CFM56-7B24/3		Owner Trustee
23.	Boeing	B737-800	31103	N848NN	CFM	805343,	Wilmington Trust
					International	804346	Company, as
					CFM56-7B24/3		Owner Trustee
24.	Boeing	B737-800	31105	N853NN	CFM	804426,	Wilmington Trust
					International	804422	Company, as
					CFM56-7B24/3		Owner Trustee
25.	Boeing	B737-800	31107	N856NN	CFM	804465,	Wilmington Trust
					International	804464	Company, as
					CFM56-7B24/3		Owner Trustee
26.	Boeing	B737-800	33213	N849NN	CFM	804358,	Wilmington Trust
					International	805357	Company, as
					CFM56-7B24/3		Owner Trustee
27.	Boeing	B737-800	40580	N850NN	CFM	804371,	Wilmington Trust
					International	804370	Company, as
					CFM56-7B24/3		Owner Trustee
28.	Boeing	B737-800	40583	N860NN	CFM	804543,	Wilmington Trust
					International	804542	Company, as
					CFM56-7B24/3		Owner Trustee
29.	Boeing	B737-800	40768	N878NN	CFM	960353,	Wilmington Trust
					International	960359	Company, as
					CFM56-7B24E		Owner Trustee
30.	Boeing	B737-800	40769	N880NN	CFM	960475,	Wilmington Trust
					International	960474	Company, as
					CFM56-7B24E		Owner Trustee

2

Ref.	Airframe	Airframe	Airframe		Engine Mftr.
No.	Mftr.	Model1	MSN	Reg. No.	and Model1	Engine MSN	Owned By
31.	Boeing	B747-	32838	N416MC	General Electric	706464,	Tuolumne River
		400F			CF6-80C2B5F	706465,	Aircraft Finance,
						706466,	Inc.
						706467
32.	Boeing	B747-	32840	N418MC	General Electric	706518,	AFS Investments
		400F			CF6-80C2B5F	706519,	XL-C LLC
						706520,
						706521
33.	Boeing	B747-	30812	N454PA	General Electric	706479,	Charles River
		400F			CF6-80C2B5F	706483,	Aircraft Finance,
						706484,	Inc.
						706485
34.	Bombardier	CRJ-200LR	7390	N8390A	General Electric	872698,	Wells Fargo Bank
					CF34-3B1	872699	Northwest, N.A., as
							Owner Trustee
35.	Bombardier	CRJ-200LR	7432	N8432A	General Electric	872804,	Wells Fargo Bank
					CF34-3B1	872805	Northwest, N.A., as
							Owner Trustee
36.	Bombardier	CRJ-200LR	7444	N8444F	General Electric	872835,	Wells Fargo Bank
					CF34-3B1	872836	Northwest, N.A., as
							Owner Trustee
37.	Bombardier	CRJ-200LR	7458	N8458A	General Electric	872874,	Wells Fargo Bank
					CF34-3B1	872876	Northwest, N.A., as
							Owner Trustee
38.	Bombardier	CRJ-200LR	7475	N8475B	General Electric	872909,	Wells Fargo Bank
					CF34-3B1	872910	Northwest, N.A., as
							Owner Trustee
39.	Bombardier	CRJ-200LR	7477	N8477R	General Electric	872913,	Wells Fargo Bank
					CF34-3B1	872914	Northwest, N.A., as
							Owner Trustee
40.	Bombardier	CRJ-200LR	7488	N8488D	General Electric	872939,	Wells Fargo Bank
					CF34-3B1	872942	Northwest, N.A., as
							Owner Trustee
41.	Bombardier	CRJ-200LR	7492	N8492C	General Electric	872951,	Wells Fargo Bank
					CF34-3B1	872954	Northwest, N.A., as
							Owner Trustee
42.	Bombardier	CRJ-200LR	7495	N8495B	General Electric	872960,	Wells Fargo Bank
					CF34-3B1	872961	Northwest, N.A., as
							Owner Trustee
43.	Bombardier	CRJ-200LR	7501	N8501F	General Electric	872976,	Wells Fargo Bank
					CF34-3B1	873994	Northwest, N.A., as
							Owner Trustee
44.	Bombardier	CRJ-200LR	7505	N8505Q	General Electric	872986,	Wells Fargo Bank
					CF34-3B1	872987	Northwest, N.A., as
							Owner Trustee
45.	Bombardier	CRJ-200LR	7506	N8506C	General Electric	872991,	Wells Fargo Bank
					CF34-3B1	872992	Northwest, N.A., as
							Owner Trustee
46.	Bombardier	CRJ-200LR	7509	N659BR	General Electric	873000,	U.S. Bank Trust
					CF34-3B1	872999	National

3

Ref.	Airframe	Airframe	Airframe		Engine Mftr.
No.	Mftr.	Model1	MSN	Reg. No.	and Model1	Engine MSN	Owned By
							Association, as
							Owner Trustee
47.	Bombardier	CRJ-200LR	7515	N8515F	General Electric	873013,	Wells Fargo Bank
					CF34-3B1	873014	Northwest, N.A., as
							Owner Trustee
48.	Bombardier	CRJ-200LR	7516	N8516C	General Electric	873015,	Wells Fargo Bank
					CF34-3B1	872727	Northwest, N.A., as
							Owner Trustee
49.	Bombardier	CRJ-200LR	7525	N8525B	General Electric	873041,	Wells Fargo Bank
					CF34-3B1	873043	Northwest, N.A., as
							Owner Trustee
50.	Bombardier	CRJ-200LR	7532	N8532G	General Electric	873059,	Wells Fargo Bank
					CF34-3B1	873056	Northwest, N.A., as
							Owner Trustee
51.	Bombardier	CRJ-200LR	7533	N8533D	General Electric	873061,	Wells Fargo Bank
					CF34-3B1	873064	Northwest, N.A, as
							Owner Trustee.
52.	Bombardier	CRJ-200LR	7541	N8541D	General Electric	873081,	Wells Fargo Bank
					CF34-3B1	873084	Northwest, N.A, as
							Owner Trustee.
53.	Bombardier	CRJ-200LR	7543	N8543F	General Electric	873087,	Wells Fargo Bank
					CF34-3B1	872995	Northwest, N.A., as
							Owner Trustee
54.	Bombardier	CRJ-200LR	7554	N8554A	General Electric	873115,	Wells Fargo Bank
					CF34-3B1	873107	Northwest, N.A., as
							Owner Trustee
55.	Bombardier	CRJ-200LR	7560	N8560F	General Electric	873119,	Wells Fargo Bank
					CF34-3B1	873132	Northwest, N.A, as
							Owner Trustee.
56.	Bombardier	CRJ-200LR	7577	N8577D	General Electric	873189,	Wells Fargo Bank
					CF34-3B1	873190	Northwest, N.A, as
							Owner Trustee.
57.	Bombardier	CRJ-200LR	7580	N8580A	General Electric	873198,	Wells Fargo Bank
					CF34-3B1	873199	Northwest, N.A, as
							Owner Trustee.
58.	Bombardier	CRJ-200LR	7587	N8587E	General Electric	873216,	Wells Fargo Bank
					CF34-3B1	873217	Northwest, N.A., as
							Owner Trustee
59.	Bombardier	CRJ-200	7588	N8588D	General Electric	873218,	Wells Fargo Bank
					CF34-3B1	873219	Northwest, N.A., as
							Owner Trustee
60.	Bombardier	CRJ-200	7598	N8598B	General Electric	873238,	Wells Fargo Bank
					CF34-3B1	873239	Northwest, N.A., as
							Owner Trustee
61.	Bombardier	CRJ-200	7604	N8604C	General Electric	873259,	Wells Fargo Bank
					CF34-3B1	873260	Northwest, N.A., as
							Owner Trustee
62.	Bombardier	CRJ-200LR	7611	N8611A	General Electric	873276,	Wells Fargo Bank
					CF34-3B1	873277	Northwest, N.A., as
							Owner Trustee

4

Ref.	Airframe	Airframe	Airframe		Engine Mftr.
No.	Mftr.	Model1	MSN	Reg. No.	and Model1	Engine MSN	Owned By
63.	Bombardier	CRJ-200LR	7691	N682BR	General Electric	873533,	U.S. Bank National
					CF34-3B1	873534	Association, as
							Owner Trustee
64.	Bombardier	CRJ-200LR	7692	N683BR	General Electric	873519,	U.S. Bank National
					CF34-3B1	873520	Association, as
							Owner Trustee
65.	Bombardier	CRJ-200LR	7712	N685BR	General Electric	873590,	U.S. Bank National
					CF34-3B1	873591	Association, as
							Owner Trustee
66.	Bombardier	CRJ-200LR	7715	N686BR	General Electric	873572,	U.S. Bank National
					CF34-3B1	873573	Association, as
							Owner Trustee
67.	Bombardier	CRJ-200LR	8005	N805AY	General Electric	872712,	Wells Fargo Bank
					CF34-3B1	872715	Northwest, N.A., as
							Owner Trustee
68.	Airbus	A320-200	1849	N547JB	International	11302,	Wells Fargo Bank
					Aero Engines	11304	Northwest, N.A., as
					V2527-A5		Owner Trustee
69.	Airbus	A320-200	1898	N554JB	International	11363,	Wells Fargo Bank
					Aero Engines	11364	Northwest, N.A., as
					V2527-A5		Owner Trustee
70.	Airbus	A320-200	1927	N561JB	International	11398,	Wells Fargo Bank
					Aero Engines	11400	Northwest, N.A., as
					V2527-A5		Owner Trustee
71.	Airbus	A320-200	1948	N562JB	International	11413,	Wells Fargo Bank
					Aero Engines	11414	Northwest, N.A., as
					V2527-A5		Owner Trustee
72.	Airbus	A320-200	2006	N563JB	International	11461,	Wells Fargo Bank
					Aero Engines	11463	Northwest, N.A., as
					V2527-A5		Owner Trustee
73.	Airbus	A320-200	2132	N579JB	International	11565,	Wells Fargo Bank
					Aero Engines	11569	Northwest, N.A., as
					V2527-A5		Owner Trustee
74.	Airbus	A320-200	2136	N580JB	International	11576,	Wells Fargo Bank
					Aero Engines	11578	Northwest, N.A., as
					V2527-A5		Owner Trustee
75.	Embraer	EMB 190-	19000006	N179JB	General Electric	994125,	Wells Fargo Bank
		AR			CF34-10E6	994126	Northwest, N.A., as
							Owner Trustee
76.	Embraer	EMB 190-	19000007	N183JB	General Electric	994123,	Wells Fargo Bank
		AR			CF34-10E6	994128	Northwest, N.A., as
							Owner Trustee
77.	Embraer	EMB 190-	19000008	N184JB	General Electric	994124,	Wells Fargo Bank
		AR			CF34-10E6	994127	Northwest, N.A., as
							Owner Trustee
78.	Embraer	EMB 190-	19000009	N187JB	General Electric	994129,	Wells Fargo Bank
		AR			CF34-10E6	994130	Northwest, N.A., as
							Owner Trustee
79.	Embraer	EMB 190-	19000011	N190JB	General Electric	994136,	Wells Fargo Bank
		AR			CF34-10E6	994134	Northwest, N.A., as

5

Ref.	Airframe	Airframe	Airframe		Engine Mftr.
No.	Mftr.	Model1	MSN	Reg. No.	and Model1	Engine MSN	Owned By
							Owner Trustee
80.	Embraer	EMB 190-	19000014	N192JB	General Electric	994144,	Wells Fargo Bank
		AR			CF34-10E6	994143	Northwest, N.A., as
							Owner Trustee
81.	Embraer	EMB 190-	19000017	N193JB	General Electric	994148,	Wells Fargo Bank
		AR			CF34-10E6	994147	Northwest, N.A.
82.	Embraer	EMB 190-	19000020	N197JB	General Electric	994160,	Wells Fargo Bank
		AR			CF34-10E6	994162	Northwest, N.A., as
							Owner Trustee
83.	Embraer	EMB 190-	19000021	N198JB	General Electric	994155,	Wells Fargo Bank
		AR			CF34-10E6	994157	Northwest, N.A., as
							Owner Trustee
84.	Embraer	EMB 190-	19000023	N203JB	General Electric	994164,	Wells Fargo Bank
		AR			CF34-10E6	994159	Northwest, N.A., as
							Owner Trustee
85.	Embraer	EMB 190-	19000025	N206JB	General Electric	994168,	Wells Fargo Bank
		AR			CF34-10E6	994167	Northwest, N.A., as
							Owner Trustee
86.	Embraer	EMB 190-	19000026	N216JB	General Electric	994171,	Wells Fargo Bank
		AR			CF34-10E6	994169	Northwest, N.A., as
							Owner Trustee
87.	Embraer	EMB 190-	19000030	N228JB	General Electric	994188,	Wells Fargo Bank
		AR			CF34-10E6	994175	Northwest, N.A., as
							Owner Trustee
88.	Embraer	EMB 190-	19000032	N229JB	General Electric	994177,	Wells Fargo Bank
		AR			CF34-10E6	994178	Northwest, N.A., as
							Owner Trustee
89.	Embraer	EMB 190-	19000033	N231JB	General Electric	994179,	Wells Fargo Bank
		AR			CF34-10E6	994180	Northwest, N.A., as
							Owner Trustee
90.	Embraer	EMB 190-	19000035	N236JB	General Electric	994217,	Wells Fargo Bank
		AR			CF34-10E6	994191	Northwest, N.A., as
							Owner Trustee
91.	Embraer	EMB 190-	19000039	N238JB	General Electric	994196,	Wells Fargo Bank
		AR			CF34-10E6	994176	Northwest, N.A., as
							Owner Trustee
92.	Embraer	EMB 190-	19000040	N239JB	General Electric	994198,	Wells Fargo Bank
		AR			CF34-10E6	994197	Northwest, N.A., as
							Owner Trustee
93.	Embraer	EMB 190-	19000042	N247JB	General Electric	994202,	Wells Fargo Bank
		AR			CF34-10E6	994201	Northwest, N.A., as
							Owner Trustee
94.	Embraer	EMB 190-	19000045	N249JB	General Electric	994206,	Wells Fargo Bank
		AR			CF34-10E6	994205	Northwest, N.A., as
							Owner Trustee
95.	Embraer	EMB 190-	19000047	N258JB	General Electric	994212,	Wells Fargo Bank
		AR			CF34-10E6	994207	Northwest, N.A., as
							Owner Trustee
96.	Embraer	EMB 190-	19000049	N265JB	General Electric	994228,	Wells Fargo Bank
		AR			CF34-10E6	994226	Northwest, N.A., as

6

Ref.	Airframe	Airframe	Airframe		Engine Mftr.
No.	Mftr.	Model1	MSN	Reg. No.	and Model1	Engine MSN	Owned By
							Owner Trustee
97.	Embraer	EMB 190-	19000054	N266JB	General Electric	994266,	Wells Fargo Bank
		AR			CF34-10E6	994265	Northwest, N.A., as
							Owner Trustee
98.	Embraer	EMB 190-	19000090	N279JB	General Electric	994311,	Wells Fargo Bank
		AR			CF34-10E6	994310	Northwest, N.A., as
							Owner Trustee
99.	Embraer	EMB 190-	19000103	N281JB	General Electric	994344,	Wells Fargo Bank
		AR			CF34-10E6	994343	Northwest, N.A., as
							Owner Trustee
100.	Embraer	EMB 190-	19000125	N283JB	General Electric	994389,	Wells Fargo Bank
		AR			CF34-10E6	994388	Northwest, N.A., as
							Owner Trustee
101.	Embraer	EMB 190-	19000144	N284JB	General Electric	994428,	Wells Fargo Bank
		AR			CF34-10E6	994427	Northwest, N.A., as
							Owner Trustee
102.	Boeing	B777-	30223	N220UA	Pratt &	222149,	Wells Fargo Bank
		200ER			Whitney	222151	Northwest, N.A., as
					PW4090		Owner Trustee
103.	Boeing	B777-	30551	N219UA	Pratt &	222141,	Wells Fargo Bank
		200ER			Whitney	222142	Northwest, N.A., as
					PW4090		Owner Trustee
104.	Boeing	B777-	30553	N222UA	Pratt &	222155,	Wells Fargo Bank
		200ER			Whitney	222158	Northwest, N.A., as
					PW4090		Owner Trustee
105.	Bombardier	CRJ-200LR	7858	N202PS	General Electric	873906,	Wells Fargo Bank
					CF34-3B1	873957	Northwest, N.A., as
							Owner Trustee
106.	Bombardier	CRJ-200LR	7860	N206PS	General Electric	873910,	Wells Fargo Bank
					CF34-3B1	873913	Northwest, N.A., as
							Owner Trustee
107.	Bombardier	CRJ-200LR	7873	N207PS	General Electric	873954,	Wells Fargo Bank
					CF34-3B1	873953	Northwest, N.A., as
							Owner Trustee
108.	Bombardier	CRJ-200LR	7879	N213PS	General Electric	873963,	Wells Fargo Bank
					CF34-3B1	873966	Northwest, N.A., as
							Owner Trustee
109.	Bombardier	CRJ-200LR	7882	N216PS	General Electric	873964,	Wells Fargo Bank
					CF34-3B1	873965	Northwest, N.A., as
							Owner Trustee
110.	Bombardier	CRJ-200LR	7885	N218PS	General Electric	873973,	Wells Fargo Bank
					CF34-3B1	873974	Northwest, N.A., as
							Owner Trustee
111.	Bombardier	CRJ-200LR	7889	N221PS	General Electric	873987,	Wells Fargo Bank
					CF34-3B1	873988	Northwest, N.A., as
							Owner Trustee
112.	Bombardier	CRJ-200LR	7892	N223JS	General Electric	873993,	Wells Fargo Bank
					CF34-3B1	950034	Northwest, N.A., as
							Owner Trustee

7

Ref.	Airframe	Airframe	Airframe		Engine Mftr.
No.	Mftr.	Model1	MSN	Reg. No.	and Model1	Engine MSN	Owned By
113.	Bombardier	CRJ-200LR	7897	N228PS	General Electric	950006,	Wells Fargo Bank
					CF34-3B1	950007	Northwest, N.A.
114.	Bombardier	CRJ-200LR	7898	N229PS	General Electric	950008,	Wells Fargo Bank
					CF34-3B1	950009	Northwest, N.A., as
							Owner Trustee
115.	Bombardier	CRJ-200LR	7906	N237PS	General Electric	950026,	Wells Fargo Bank
					CF34-3B1	950027	Northwest, N.A., as
							Owner Trustee
116.	Bombardier	CRJ-200LR	7909	N241PS	General Electric	950038,	Wells Fargo Bank
					CF34-3B1	950033	Northwest, N.A., as
							Owner Trustee
117.	Bombardier	CRJ-200LR	7911	N242JS	General Electric	950037,	Wells Fargo Bank
					CF34-3B1	950042	Northwest, N.A., as
							Owner Trustee
118.	Bombardier	CRJ-200LR	7919	N245PS	General Electric	950063,	Wells Fargo Bank
					CF34-3B1	950067	Northwest, N.A., as
							Owner Trustee
119.	Bombardier	CRJ-200LR	7920	N246PS	General Electric	950061,	AFS Investments
					CF34-3B1	950096	71 LLC
120.	Bombardier	CRJ-200LR	7925	N248PS	General Electric	950077,	AFS Investments
					CF34-3B1	950083	71 LLC
121.	Bombardier	CRJ-200LR	7926	N249PS	General Electric	950068,	AFS Investments
					CF34-3B1	950086	71 LLC
122.	Bombardier	CRJ-200LR	7931	N251PS	General Electric	950097,	AFS Investments
					CF34-3B1	950092	71 LLC
123.	Bombardier	CRJ-200LR	7937	N256PS	General Electric	950109,	AFS Investments
					CF34-3B1	950110	71 LLC
124.	Bombardier	CRJ-200LR	7941	N258PS	General Electric	950123,	AFS Investments
					CF34-3B1	950122	71 LLC
125.	Bombardier	CRJ-200LR	7945	N259PS	General Electric	950131,	AFS Investments
					CF34-3B1	950054	71 LLC
126.	Bombardier	CRJ-200LR	7959	N261PS	General Electric	950164,	AFS Investments
					CF34-3B1	950162	71 LLC
127.	Bombardier	CRJ-200LR	7962	N262PS	General Electric	950174,	AFS Investments
					CF34-3B1	950169	71 LLC
128.	Bombardier	CRJ-700LR	10150	N706PS	General Electric	965539,	AFS Investments
					CF34-8C1	965532	71 LLC
129.	Bombardier	CRJ-700LR	10165	N709PS	General Electric	965565,	AFS Investments
					CF34-8C1	965566	68 LLC
130.	Bombardier	CRJ-700LR	10167	N710PS	General Electric	965571,	AFS Investments
					CF34-8C1	965562	68 LLC
131.	Bombardier	CRJ-700LR	10168	N712PS	General Electric	965581,	AFS Investments
					CF34-8C1	965582	68 LLC
132.	Bombardier	CRJ-700LR	10171	N716PS	General Electric	965579,	AFS Investments
					CF34-8C1	965580	68 LLC
133.	Bombardier	CRJ-700LR	10177	N719PS	General Electric	965591,	AFS Investments
					CF34-8C1	965592	68 LLC
134.	Bombardier	CRJ-700LR	10178	N720PS	General Electric	965575,	AFS Investments
					CF34-8C1	965568	68 LLC

8

Ref.	Airframe	Airframe	Airframe		Engine Mftr.
No.	Mftr.	Model1	MSN	Reg. No.	and Model1	Engine MSN	Owned By
135.	Airbus	A320-200	4448	N835VA	CFM	643152,	AFS Investments
					International	643151	52 LLC
					CFM56-5B4/3
136.	Airbus	A320-200	4480	N836VA	CFM	643198,	AFS Investments
					International	643197	52 LLC
					CFM56-5B4/3
137.	Airbus	A320-200	4559	N838VA	CFM	643307,	AFS Investments
					International	643306	56 LLC
					CFM56-5B4/3

9

SCHEDULE II
AIRCRAFT MORTGAGE AND SECURITY AGREEMENT

TRUST AGREEMENTS

Ref.	Name of Trust
No.	(if any)	Description of Trust Agreement
21.	MSN 30905 Trust	Trust Agreement (2009 MSN 30905) dated as of September 16, 2009 between NAS Investments 7, Inc. as Owner Participant and Wilmington Trust Company, as Owner Trustee
22.	MSN 30907 Trust	Trust Agreement (2009 MSN 30907) dated as of September 16, 2009 between NAS Investments 2, Inc. as Owner Participant and Wilmington Trust Company, as Owner Trustee
23.	MSN 31103 Trust	Trust Agreement (2009 MSN 31103) dated as of September 16, 2009 between AFS Investments XIII, Inc. as Owner Participant and Wilmington Trust Company, as Owner Trustee
24.	MSN 31105 Trust	Trust Agreement (2009 MSN 31105) dated as of September 16, 2009 between NAS Investments 2, Inc. as Owner Participant and Wilmington Trust Company, as Owner Trustee
25.	MSN 31107 Trust	Trust Agreement (2009 MSN 31107) dated as of September 16, 2009 between NAS Investments 2, Inc. as Owner Participant and Wilmington Trust Company, as Owner Trustee
26.	MSN 33213 Trust	Trust Agreement (2009 MSN 33213) dated as of September 16, 2009 between AFS Investments XIII, Inc. as Owner Participant and Wilmington Trust Company, as Owner Trustee
27.	MSN 40580 Trust	Trust Agreement (2009 MSN 40580) dated as of September 16, 2009 between NAS Investments 1, Inc. as Owner Participant and Wilmington Trust Company, as Owner Trustee
28.	MSN 40583 Trust	Trust Agreement (2009 MSN 40583) dated as of September 16, 2009 between NAS Investments 7, Inc. as Owner Participant and Wilmington Trust Company, as Owner Trustee
29.	MSN 40768 Trust	Trust Agreement (2009 MSN 40768) dated as of September 16, 2009 between NAS Investments 11, Inc. as Owner Participant and Wilmington Trust Company, as Owner Trustee
30.	MSN 40769 Trust	Trust Agreement (2009 MSN 40769) dated as of September 16, 2009 between NAS Investments 11, Inc. as Owner Participant and Wilmington Trust Company, as Owner Trustee
34.	None	Trust Agreement [NW 2000 EEE] dated as of December 21, 2000 between Mokelumne River Aircraft Finance, Inc. (as assignee of Aircraft Services Corporation), as Owner Participant and Wells Fargo Bank Northwest, National Association (as successor to First Security Bank, National Association), as Owner Trustee, relating to MSN 7390
35.	None	Trust Agreement [NW 2000 GGG] dated as of December 21, 2000 between Mokelumne River Aircraft Finance, Inc. (as assignee of Aircraft Services Corporation), as Owner Participant and Wells Fargo Bank Northwest, National Association (as successor to First Security Bank, National Association), as Owner Trustee, relating to MSN 7432
36.	None	Trust Agreement [NW 2000 HHH] dated as of December 21, 2000 between Mokelumne River Aircraft Finance, Inc. (as assignee of Aircraft Services Corporation), as Owner Participant and Wells Fargo Bank Northwest, National Association (as successor to First Security Bank, National Association), as Owner Trustee, relating to MSN 7444
37.	None	Trust Agreement [NW 2000 III] dated as of December 21, 2000 between Mokelumne River Aircraft Finance, Inc. (as assignee of Aircraft Services Corporation), as Owner Participant

Ref. No.	Name of Trust (if any)	Description of Trust Agreement
		and Wells Fargo Bank Northwest, National Association (as successor to First Security Bank, National Association), as Owner Trustee, relating to MSN 7458
38.	None	Trust Agreement [NW 2001 BBB] dated as of February 13, 2001 between Mokelumne River Aircraft Finance, Inc. (as assignee of Aircraft Services Corporation), as Owner Participant and Wells Fargo Bank Northwest, National Association (as successor to First Security Bank, National Association), as Owner Trustee, relating to MSN, relating to MSN 7475
39.	None	Trust Agreement [NW 2001 AAA] dated as of January 31, 2001 between Mokelumne River Aircraft Finance, Inc. (as assignee of Aircraft Services Corporation), as Owner Participant and Wells Fargo Bank Northwest, National Association (as successor to First Security Bank, National Association), as Owner Trustee, relating to MSN 7477
40.	None	Trust Agreement [NW 2001 CCC] dated as of March 21, 2001 between Mokelumne River Aircraft Finance, Inc. (as assignee of Aircraft Services Corporation), as Owner Participant and Wells Fargo Bank Northwest, National Association (as successor to First Security Bank, National Association), as Owner Trustee, relating to MSN 7488
41.	None	Trust Agreement [NW 2001 EEE] dated as of April 11, 2001 between Mokelumne River Aircraft Finance, Inc. (as assignee of Aircraft Services Corporation), as Owner Participant and Wells Fargo Bank Northwest, National Association (as successor to First Security Bank, National Association), as Owner Trustee, relating to MSN 7492
42.	None	Trust Agreement [NW 2001 DDD] dated as of April 4, 2001 between Mokelumne River Aircraft Finance, Inc. (as assignee of Aircraft Services Corporation), as Owner Participant and Wells Fargo Bank Northwest, National Association (as successor to First Security Bank, National Association), as Owner Trustee, relating to MSN 7495
43.	None	Trust Agreement [NW 2001 FFF] dated as of April 24, 2001 between AFS Investments 71 LLC (as assignee of General Electric Capital Corporation), as Owner Participant and Wells Fargo Bank Northwest, National Association, as Owner Trustee, relating to MSN 7501
44.	None	Trust Agreement [NW 2001 GGG] dated as of April 30, 2001 between Mokelumne River Aircraft Finance, Inc. (as assignee of Aircraft Services Corporation), as Owner Participant and Wells Fargo Bank Northwest, National Association, as Owner Trustee, relating to MSN 7505
45.	None	Trust Agreement [NW 2001 HHH] dated as of April 30, 2001 between Mokelumne River Aircraft Finance, Inc. (as assignee of Aircraft Services Corporation), as Owner Participant and Wells Fargo Bank Northwest, National Association, as Owner Trustee, relating to MSN 7506
46.	ACA N659BR Trust	Trust Agreement N659BR dated as of July 1, 2001, as amended and restated on January 30, 2007 between AFS Investments 70 LLC, as Owner Participant and U.S. Bank Trust National Association (as successor to Wachovia Bank, National Association), as Owner Trustee, relating to MSN 7509
47.	None	Trust Agreement [NW 2001 III] dated as of June 7, 2001 between Mokelumne River Aircraft Finance, Inc. (as assignee of Aircraft Services Corporation), as Owner Participant and Wells Fargo Bank Northwest, National Association, as Owner Trustee, relating to MSN 7515
48.	None	Trust Agreement [NW 2001 JJJ] dated as of June 7, 2001 between Mokelumne River Aircraft Finance, Inc. (as assignee of Aircraft Services Corporation), as Owner Participant and Wells Fargo Bank Northwest, National Association, as Owner Trustee, relating to MSN 7516

2

Ref.	Name of Trust
No.	(if any)	Description of Trust Agreement
49.	None	Trust Agreement [NW 2001 LLL] dated as of July 5, 2001 between Mokelumne River Aircraft Finance, Inc. (as assignee of Aircraft Services Corporation), as Owner Participant and Wells Fargo Bank Northwest, National Association, as Owner Trustee, relating to MSN 7525
50.	[N8532G 2001 Trust]	Trust Agreement [NW 2001 MMM] dated as of July 12, 2001 between Mokelumne River Aircraft Finance, Inc. (as assignee of Aircraft Services Corporation), as Owner Participant and Wells Fargo Bank Northwest, National Association, as Owner Trustee, relating to MSN 7532
51.	[N8533D 2001 Trust]	Trust Agreement [NW 2001 NNN] dated as of July 19, 2001 between Mokelumne River Aircraft Finance, Inc. (as assignee of Aircraft Services Corporation), as Owner Participant and Wells Fargo Bank Northwest, National Association, as Owner Trustee, relating to MSN 7533
52.	[N8541D 2001 Trust]	Trust Agreement [NW 2001 OOO] dated as of September 5, 2001 between AFS Investments 71 LLC (as assignee of General Electric Capital Corporation), as Owner Participant and Wells Fargo Bank Northwest, National Association, as Owner Trustee, relating to MSN 7541
53.	[N8543F 2001 Trust]	Trust Agreement [NW 2001 PPP] dated as of September 5, 2001 between AFS Investments 71 LLC (as assignee of General Electric Capital Corporation), as Owner Participant and Wells Fargo Bank Northwest, National Association, as Owner Trustee, relating to MSN 7543
54.	[N8554A 2001 Trust]	Trust Agreement [NW 2001 QQQ] dated as of December 21, 2001 between Spoon River Aircraft Finance, Inc. (as assignee of Windy City Holdings, Inc.), as Owner Participant and Wells Fargo Bank Northwest, National Association, as Owner Trustee, relating to MSN 7554
55.	[N8560F 2001 Trust]	Trust Agreement [NW 2001 RRR] dated as of December 21, 2001 between Spoon River Aircraft Finance, Inc. (as assignee of Windy City Holdings, Inc.), as Owner Participant and Wells Fargo Bank Northwest, National Association, as Owner Trustee, relating to MSN 7560
56.	[N8577D 2001 Trust]	Trust Agreement [NW 2001 SSS] dated as of December 21, 2001 between Spoon River Aircraft Finance, Inc. (as assignee of Windy City Holdings, Inc.), as Owner Participant and Wells Fargo Bank Northwest, National Association, as Owner Trustee, relating to MSN 7577
57.	[N8580A 2001 Trust]	Trust Agreement [NW 2001 TTT] dated as of December 21, 2001 between Spoon River Aircraft Finance, Inc. (as assignee of Windy City Holdings, Inc.), as Owner Participant and Wells Fargo Bank Northwest, National Association, as Owner Trustee, relating to MSN 7580
58.	[N8587E 2001 Trust]	Trust Agreement [NW 2001 UUU] dated as of December 21, 2001 between Spoon River Aircraft Finance, Inc. (as assignee of Windy City Holdings, Inc.), as Owner Participant and Wells Fargo Bank Northwest, National Association, as Owner Trustee, relating to MSN 7587
59.	[N8588D 2002 Trust]	Trust Agreement [NW 2002 AAA] dated as of January 15, 2002 between Spoon River Aircraft Finance, Inc. (as assignee of Windy City Holdings, Inc.), as Owner Participant and Wells Fargo Bank Northwest, National Association, as Owner Trustee, relating to MSN 7588
60.	[N8588D 2002 Trust]	Trust Agreement [NW 2002 BBB] dated as of January 15, 2002 between Spoon River Aircraft Finance, Inc. (as assignee of Windy City Holdings, Inc.), as Owner Participant and Wells Fargo Bank Northwest, National Association, as Owner Trustee, relating to MSN 7598
61.	[N8604C 2002 Trust]	Trust Agreement [NW 2002 CCC] dated as of January 18, 2002 between Spoon River Aircraft Finance, Inc. (as assignee of Windy City Holdings, Inc.), as Owner Participant and Wells Fargo Bank Northwest, National Association, as Owner Trustee, relating to MSN 7604

3

Ref.	Name of Trust
No.	(if any)	Description of Trust Agreement
62.	[N8611A 2002 Trust]	Trust Agreement [NW 2002 DDD] dated as of January 29, 2002 between Spoon River Aircraft Finance, Inc. (as assignee of Windy City Holdings, Inc.), as Owner Participant and Wells Fargo Bank Northwest, National Association, as Owner Trustee, relating to MSN 7611
63.	ACA N682BR Trust	Trust Agreement N682BR dated as of October 9, 2002, as amended and restated on August 28, 2006 between AFS Investments XLI LLC as Owner Participant and U.S. Bank National Association (as successor to Wachovia Bank, National Association), as Owner Trustee, relating to MSN 7691
64.	ACA N683BR Trust	Trust Agreement N683BR dated as of October 9, 2002, as amended and restated on August 9, 2006 between AFS Investments XLI LLC, as Owner Participant and U.S. Bank National Association (as successor to Wachovia Bank, National Association), as Owner Trustee, relating to MSN 7692
65.	ACA N685BR Trust	Trust Agreement N685BR dated as of December 1, 2002, as amended and restated on October 6, 2006 between AFS Investments XLI LLC, as Owner Participant and U.S. Bank National Association (as successor to Wachovia Bank, National Association), as Owner Trustee, relating to MSN 7712
66.	ACA N686BR Trust	Trust Agreement N686BR dated as of November 1, 2002, as amended and restated on September 15, 2006 between AFS Investments XLI LLC, as Owner Participant and U.S. Bank National Association (as successor to Wachovia Bank, National Association), as Owner Trustee, relating to MSN 7715
67.	None	Trust Agreement [NW 2000 FFF] dated as of December 21, 2000 between Mokelumne River Aircraft Finance, Inc. (as assignee of Aircraft Services Corporation), as Owner Participant and Wells Fargo Bank Northwest, National Association (as successor to First Security Bank, National Association), as Owner Trustee, relating to MSN 8005
68.	JetBlue N547JB Aircraft Trust	Trust Agreement (N547JB) dated as of September 3, 2002 between AFS Investments XI, Inc., as Owner Participant and Wells Fargo Bank Northwest, National Association, as Owner Trustee, relating to MSN 1849
69.	JetBlue N554JB Aircraft Trust	Trust Agreement (N554JB) dated as of December 2, 2002 between AFS Investments XXXI LLC, as Owner Participant and Wells Fargo Bank Northwest, National Association, as Owner Trustee, relating to MSN 1898
70.	JetBlue N561JB Aircraft Trust	Trust Agreement (N561JB) dated as of February 10, 2003 between AFS Investments XXXI LLC, as Owner Participant and Wells Fargo Bank Northwest, National Association, as Owner Trustee, relating to MSN 1927
71.	JetBlue N562JB Aircraft Trust	Trust Agreement (N562JB) dated as of March 10, 2003 between AFS Investments XXXI LLC, as Owner Participant and Wells Fargo Bank Northwest, National Association, as Owner Trustee, relating to MSN 1948
72.	JetBlue N563JB Aircraft Trust	Trust Agreement (N563JB) dated as of May 19, 2003 between AFS Investments XXXI LLC, as Owner Participant and Wells Fargo Bank Northwest, National Association, as Owner Trustee, relating to MSN 2006
73.	JetBlue N579JB Aircraft Trust	Trust Agreement (N579JB) dated as of November 4, 2003 between AFS Investments XXXI LLC, as Owner Participant and Wells Fargo Bank Northwest, National Association, as Owner Trustee, relating to MSN 2132

4

Ref.	Name of Trust
No.	(if any)	Description of Trust Agreement
74.	JetBlue N580JB Aircraft Trust	Trust Agreement (N580JB) dated as of November 4, 2003 between AFS Investments XXXII LLC, as Owner Participant and Wells Fargo Bank Northwest, National Association, as Owner Trustee, relating to MSN 2136
75.	JetBlue N179JB Aircraft Trust	Trust Agreement (N179JB) dated as of September 30, 2005 between AFS Investments 74 LLC, as Owner Participant and Wells Fargo Bank Northwest, National Association, as Owner Trustee, relating to MSN 19000006
76.	JetBlue N183JB Aircraft Trust	Trust Agreement (N183JB) dated as of September 13, 2005 between AFS Investments 74 LLC, as Owner Participant and Wells Fargo Bank Northwest, National Association, as Owner Trustee, relating to MSN 19000007
77.	JetBlue N184JB Aircraft Trust	Trust Agreement (N184JB) dated as of October 24, 2005 between AFS Investments 74 LLC, as Owner Participant and Wells Fargo Bank Northwest, National Association, as Owner Trustee, relating to MSN 19000008
78.	JetBlue N187JB Aircraft Trust	Trust Agreement (N187JB) dated as of November 9, 2005 between AFS Investments 74 LLC, as Owner Participant and Wells Fargo Bank Northwest, National Association, as Owner Trustee, relating to MSN 19000009
79.	JetBlue N190JB Aircraft Trust	Trust Agreement (N190JB) dated as of November 30, 2005 between Mystic River Aircraft Finance, Inc., as Owner Participant and Wells Fargo Bank Northwest, National Association, as Owner Trustee, relating to MSN 19000011
80.	JetBlue N192JB Aircraft Trust	Trust Agreement (N192JB) dated as of December 15, 2005 between Mystic River Aircraft Finance, Inc., as Owner Participant and Wells Fargo Bank Northwest, National Association, as Owner Trustee, relating to MSN 19000014
81.	JetBlue N193JB Aircraft Trust	Trust Agreement (N193JB) dated as of January 5, 2006 between Mystic River Aircraft Finance, Inc., as Owner Participant and Wells Fargo Bank Northwest, National Association, as Owner Trustee, relating to MSN 19000017
82.	JetBlue N197JB Aircraft Trust	Trust Agreement (N197JB) dated as of February 7, 2006 between Mystic River Aircraft Finance, Inc., as Owner Participant and Wells Fargo Bank Northwest, National Association, as Owner Trustee, relating to MSN 19000020
83.	JetBlue N198JB Aircraft Trust	Trust Agreement (N198JB) dated as of February 21, 2006 between AFS Investments 74 LLC, as Owner Participant and Wells Fargo Bank Northwest, National Association, as Owner Trustee, relating to MSN 19000021
84.	JetBlue N203JB Aircraft Trust	Trust Agreement (N203JB) dated as of March 17, 2006 between AFS Investments 74 LLC, as Owner Participant and Wells Fargo Bank Northwest, National Association, as Owner Trustee, relating to MSN 19000023
85.	JetBlue N206JB Aircraft Trust	Trust Agreement (N206JB) dated as of April 19, 2006 between AFS Investments 74 LLC, as Owner Participant and Wells Fargo Bank Northwest, National Association, as Owner Trustee, relating to MSN 19000025
86.	JetBlue N216JB Aircraft Trust	Trust Agreement (N216JB) dated as of April 26, 2006 between AFS Investments 74 LLC, as Owner Participant and Wells Fargo Bank Northwest, National Association, as Owner Trustee, relating to MSN 19000026
87.	JetBlue N228JB	Trust Agreement (N228JB) dated as of May 22, 2006 between AFS Investments 66 LLC, as

5

Ref.	Name of Trust
No.	(if any)	Description of Trust Agreement
	Aircraft Trust	Owner Participant and Wells Fargo Bank Northwest, National Association, as Owner Trustee, relating to MSN 19000030
88.	JetBlue N229JB Aircraft Trust	Trust Agreement (N229JB) dated as of June 7, 2006 between AFS Investments 66 LLC, as Owner Participant and Wells Fargo Bank Northwest, National Association, as Owner Trustee, relating to MSN 19000032
89.	JetBlue N231JB Aircraft Trust	Trust Agreement (N231JB) dated as of June 12, 2006 between AFS Investments 66 LLC, as Owner Participant and Wells Fargo Bank Northwest, National Association, as Owner Trustee, relating to MSN 19000033
90.	JetBlue N236JB Aircraft Trust	Trust Agreement (N236JB) dated as of June 30, 2006 between AFS Investments 66 LLC, as Owner Participant and Wells Fargo Bank Northwest, National Association, as Owner Trustee, relating to MSN 19000035
91.	JetBlue N238JB Aircraft Trust	Trust Agreement (N238JB) dated as of July 20, 2006 between AFS Investments 66 LLC, as Owner Participant and Wells Fargo Bank Northwest, National Association, as Owner Trustee, relating to MSN 19000039
92.	JetBlue N239JB Aircraft Trust	Trust Agreement (N239JB) dated as of August 15, 2006 between AFS Investments 66 LLC, as Owner Participant and Wells Fargo Bank Northwest, National Association, as Owner Trustee, relating to MSN 19000040
93.	JetBlue N247JB Aircraft Trust	Trust Agreement (N247JB) dated as of August 22, 2006 between AFS Investments 66 LLC, as Owner Participant and Wells Fargo Bank Northwest, National Association, as Owner Trustee, relating to MSN 19000042
94.	JetBlue N249JB Aircraft Trust	Trust Agreement (N249JB) dated as of September 14, 2006 between AFS Investments 66 LLC, as Owner Participant and Wells Fargo Bank Northwest, National Association, as Owner Trustee, relating to MSN 19000045
95.	JetBlue N258JB Aircraft Trust	Trust Agreement (N258JB) dated as of October 5, 2006 between AFS Investments 66 LLC, as Owner Participant and Wells Fargo Bank Northwest, National Association, as Owner Trustee, relating to MSN 19000047
96.	JetBlue N265JB Aircraft Trust	Trust Agreement (N265JB) dated as of November 9, 2006 between AFS Investments 66 LLC, as Owner Participant and Wells Fargo Bank Northwest, National Association, as Owner Trustee, relating to MSN 19000049
97.	JetBlue N266JB Aircraft Trust	Trust Agreement (N266JB) dated as of February 15, 2007 between AFS Investments 50 LLC, as Owner Participant and Wells Fargo Bank Northwest, National Association, as Owner Trustee, relating to MSN 19000054
98.	JetBlue N279JB Aircraft Trust	Trust Agreement (N279JB) dated as of July 24, 2007 between AFS Investments 50 LLC, as Owner Participant and Wells Fargo Bank Northwest, National Association, as Owner Trustee, relating to MSN 19000090
99.	JetBlue N281JB Aircraft Trust	Trust Agreement (N281JB) dated as of September 18, 2007 between AFS Investments 50 LLC, as Owner Participant and Wells Fargo Bank Northwest, National Association, as Owner Trustee, relating to MSN 19000103
100.	JetBlue N283JB Aircraft Trust	Trust Agreement (N283JB) dated as of November 13, 2007 between AFS Investments 50 LLC, as Owner Participant and Wells Fargo Bank Northwest, National Association, as Owner Trustee, relating to MSN 19000125

6

Ref.	Name of Trust
No.	(if any)	Description of Trust Agreement
101.	JetBlue N284JB Aircraft Trust	Trust Agreement (N284JB) dated as of January 22, 2008 between AFS Investments 50 LLC, as Owner Participant and Wells Fargo Bank Northwest, National Association, as Owner Trustee, relating to MSN 19000144
102.	United Air Lines, Inc. (N220UA) Equipment Trust	Trust Agreement (N220UA) dated as of June 9, 2003 between AFS Investments 52 LLC, as Owner Participant, and Wells Fargo Bank Northwest, National Association, as Owner Trustee, relating to MSN 30223
103.	United Air Lines, Inc. (N219UA) Equipment Trust	Trust Agreement (N219UA) dated as of June 9, 2003 between AFS Investments 52 LLC, as Owner Participant, and Wells Fargo Bank Northwest, National Association, as Owner Trustee, relating to MSN 30551
104.	United Air Lines, Inc. (N222UA) Equipment Trust	Trust Agreement (N222UA) dated as of June 9, 2003 between AFS Investments 53 LLC, as Owner Participant, and Wells Fargo Bank Northwest, National Association, as Owner Trustee, relating to MSN 30553
105.	US Airways, Inc. Trust No. N202PS*	Trust Agreement (US Airways, Inc. Trust No. N202PS) dated as of October 28, 2003 between AFS Investments XII, Inc., as Owner Participant and Wells Fargo Bank Northwest, National Association, as Owner Trustee, relating to MSN 7858
106.	US Airways, Inc. Trust No. N206PS*	Trust Agreement (US Airways, Inc. Trust No. N206PS) dated as of October 30, 2003 between AFS Investments XII, Inc., as Owner Participant and Wells Fargo Bank Northwest, National Association, as Owner Trustee, relating to MSN 7860
107.	US Airways, Inc. Trust No. N207PS*	Trust Agreement (US Airways, Inc. Trust No. N207PS) dated as of November 25, 2003 between AFS Investments XII, Inc., as Owner Participant and Wells Fargo Bank Northwest, National Association, as Owner Trustee, relating to MSN 7873
108.	US Airways, Inc. Trust No. N213PS*	Trust Agreement (US Airways, Inc. Trust No. N213PS) dated as of December 5, 2003 between AFS Investments XII, Inc., as Owner Participant and Wells Fargo Bank Northwest, National Association, as Owner Trustee, relating to MSN 7879
109.	US Airways, Inc. Trust No. N216PS*	Trust Agreement (US Airways, Inc. Trust No. N216PS) dated as of December 17, 2003 between AFS Investments XII, Inc., as Owner Participant and Wells Fargo Bank Northwest, National Association, as Owner Trustee, relating to MSN 7882
110.	US Airways, Inc. Trust No. N218PS*	Trust Agreement (US Airways, Inc. Trust No. N218PS) dated as of January 7, 2004 between AFS Investments XII, Inc., as Owner Participant and Wells Fargo Bank Northwest, National Association, as Owner Trustee, relating to MSN 7885
111.	US Airways, Inc. Trust No. N221PS*	Trust Agreement (US Airways, Inc. Trust No. N221PS) dated as of January 21, 2004 between AFS Investments XII, Inc., as Owner Participant and Wells Fargo Bank Northwest, National Association, as Owner Trustee, relating to MSN 7889
112.	US Airways, Inc. Trust No. N223JS*	Trust Agreement (US Airways, Inc. Trust No. N223JS) dated as of January 27, 2004 between AFS Investments XII, Inc., as Owner Participant and Wells Fargo Bank Northwest, National Association, as Owner Trustee, relating to MSN 7892

7

Ref.	Name of Trust
No.	(if any)	Description of Trust Agreement
113.	US Airways, Inc. Trust No. N228PS*	Trust Agreement (US Airways, Inc. Trust No. N228PS) dated as of January 27, 2004 between AFS Investments XII, Inc., as Owner Participant and Wells Fargo Bank Northwest, National Association, as Owner Trustee, relating to MSN 7897
114.	US Airways, Inc. Trust No. N229PS*	Trust Agreement (US Airways, Inc. Trust No. N229PS) dated as of January 29, 2004 between AFS Investments XI, Inc., as Owner Participant and Wells Fargo Bank Northwest, National Association, as Owner Trustee, relating to MSN 7898
115.	US Airways, Inc. Trust No. N237PS*	Trust Agreement (US Airways, Inc. Trust No. N237PS) dated as of March 8, 2004 between AFS Investments XI, Inc., as Owner Participant and Wells Fargo Bank Northwest, National Association, as Owner Trustee, relating to MSN 7906
116.	US Airways, Inc. Trust No. N241PS*	Trust Agreement (US Airways, Inc. Trust No. N241PS) dated as of April 1, 2004 between AFS Investments XI, Inc., as Owner Participant and Wells Fargo Bank Northwest, National Association, as Owner Trustee, relating to MSN 7909
117.	US Airways, Inc. Trust No. N242JS*	Trust Agreement (US Airways, Inc. Trust No. N242JS) dated as of April 5, 2004 between AFS Investments XIII, Inc., as Owner Participant and Wells Fargo Bank Northwest, National Association, as Owner Trustee, relating to MSN 7911
118.	US Airways, Inc. Trust No. N245PS*	Trust Agreement (US Airways, Inc. Trust No. N245PS) dated as of April 14, 2004 between AFS Investments XIII, Inc., as Owner Participant and Wells Fargo Bank Northwest, National Association, as Owner Trustee, relating to MSN 7919

*The trust agreements with respect to these trusts are ambiguous as to whether or not the trust is named. The name of the trust specified in the above chart is given in the title of each trust agreement, but there is no operative clause in the trust agreements that specifies the name of the trust.

8

SCHEDULE III

TRADE NAMES

Name of Grantor (or Owner Trustee of Grantor, if an Owner Trust)	Trade Name
AFS Investments 52 LLC	None
AFS Investments 54 LLC	None
AFS Investments 55 LLC	None
AFS Investments 56 LLC	None
AFS Investments 57 LLC	None
AFS Investments 68 LLC	None
AFS Investments 71 LLC	None
AFS Investments XL-C LLC	None
Charles River Aircraft Finance, Inc	None
Tuolumne River Aircraft Finance, Inc.	None
U.S. Bank National Association	None
U.S. Bank Trust National Association	None
Wells Fargo Bank Northwest, National Association or Wells Fargo Bank Northwest, N.A.	None
Wilmington Trust Company	None

SCHEDULE IV
AIRCRAFT MORTGAGE AND SECURITY AGREEMENT

Name of Grantor (or owner trustee of	“location” (for purposes of Section 9-307 of the UCC)
Grantor if an Owner Trust)	and Organizational ID (if applicable)
AFS Investments 52 LLC	Delaware
AFS Investments 54 LLC	Delaware
AFS Investments 55 LLC	Delaware
AFS Investments 56 LLC	Delaware
AFS Investments 57 LLC	Delaware
AFS Investments 68 LLC	Delaware
AFS Investments 71 LLC	Delaware
AFS Investments XL-C LLC	Delaware
Charles River Aircraft Finance, Inc.	Delaware
Tuolumne River Aircraft Finance, Inc.	Delaware
Owner Trusts in which U.S. Bank National Association is the Owner Trustee	Ohio
Owner Trusts in which U.S. Bank Trust National Association is the Owner Trustee	Delaware
Owner Trusts in which Wells Fargo Bank Northwest, National Association is the Owner Trustee	Utah
Owner Trusts in which Wilmington Trust Company is the Owner Trustee	Delaware

Sch. IV-1

SCHEDULE V
AIRCRAFT MORTGAGE AND SECURITY AGREEMENT

INSURANCE

1.	Obligation to Insure
	Subject to the other paragraphs of this Schedule V, so long as this Agreement shall remain in effect, each Grantor will ensure that there is effected and maintained appropriate Insurances in respect of each Pool Aircraft Owned or leased by such Grantor and such Pool Aircraft’s operation including insurance for:
	(a)	loss or damage to such Pool Aircraft and each part thereof; and
	(b)	any liability for injury to or death of persons and damage to or the destruction of public or private property arising out of or in connection with the operation, storage, maintenance or use of (in each case to the extent available) such Pool Aircraft and of any other part thereof not belonging to or leased by such Grantor but from time to time installed on the airframe of such Pool Aircraft.
2.	Specific Insurances
	Each Grantor will maintain or will cause to be maintained the following specific Insurances with respect to each Pool Aircraft Owned or leased by it (subject to the other paragraphs of this Schedule V):
	(a)	All Risks Hull Insurance - All risks hull insurance policy on such Pool Aircraft in an amount at least equal to the “Agreed Value” or other minimum amount required to be carried by the Lessee under the applicable Lease (or if no Lease is in effect the Appraised Value) of such Pool Aircraft (the “Required Insured Value”) on an agreed value basis (it being understood and agreed that, so long as no Event of Default has occurred and is continuing, the Security Trustee is not required to be named as loss payee or a “Contract Party” in respect of such hull insurance, but that upon the occurrence and continuance of an Event of Default, the Security Trustee is required to be named as loss payee or “Contract Party,” as applicable, in respect of such hull insurance);
	(b)	Hull War Risk Insurance - Hull war risk and allied perils insurance, including hijacking, (excluding, however, confiscation by government of registry or country of domicile to the extent coverage of such risk is not generally available to the applicable Lessee in the relevant insurance market at a commercially reasonable cost or is not customarily obtained in accordance with Leasing Company Practice) on such Pool Aircraft where the custom in the industry is to carry war risk for aircraft operating on routes or kept in locations similar to such Pool Aircraft in an amount not less than the Required Insured Value on an agreed value basis (it being understood and agreed that, so long as no Event of Default has occurred and is continuing, the Security Trustee is not required to be named as loss payee or a “Contract Party” in respect of such hull insurance, but that upon the occurrence

Sch. V-1

		and continuance of an Event of Default, the Security Trustee is required to be named as loss payee or “Contract Party,” as applicable, in respect of such hull insurance);
	(c)	Legal Liability Insurance - Third party legal liability insurance (including war and allied perils) for a combined single limit (bodily injured and property damage) of not less than such amount as is consistent with Leasing Company Practice. The Security Trustee shall be named as additional insured on such policies;
	(d)	Aircraft Spares Insurance - Insurance for the engines and the parts while not installed on the airframe for their replacement cost or an agreed value basis.
3.	Variations on Specific Insurance Requirements
	In certain circumstances, it is customary that not all of the Insurances described in paragraph 1 or 2 of this Schedule V be carried for the Pool Aircraft. For example, when a Pool Aircraft is not on lease to a passenger air carrier or is in storage or is being repaired or maintained, ferry or ground rather than passenger flight coverage for such Pool Aircraft is applicable. Similarly, indemnities may be provided by a Governmental Authority or other Person in lieu of particular insurances. The relevant Grantor will determine the necessary coverage for the Pool Aircraft in such situations consistent with Leasing Company Practice with respect to similar aircraft.
4.	Hull Insurances in Excess of Required Insurance Value
	For the avoidance of doubt, any Grantor and/or any Lessee or sublessee may carry hull risks and hull war and allied perils insurance on any Pool Aircraft in excess of the Required Insured Value for such Pool Aircraft which will not be payable to the Security Trustee. Such excess insurances may be payable to any Person acceptable to such Grantor.
5.	Currency
	All insurance and reinsurances effected pursuant to this Schedule V shall be payable in Dollars, save that in the case of the Insurances referred to in paragraph 2(c) (if such denomination is (a) required by the law of the state of registration of the Pool Aircraft; or (b) the normal practice of airlines in the relevant country that operate aircraft leased from lessors located outside such country; or (c) otherwise accepted in accordance with Leasing Company Practice) or paragraph 2(d) of this Schedule V such Insurances may be payable in currencies other than Dollars.
6.	Certain Specific Terms of Insurances outside the U.S. Insurance Market
	With respect to any Pool Aircraft Owned or leased by a Grantor as to which the insurance policies required by this Schedule V with respect to such Pool Aircraft are led from the London and/or other non-US insurance market and which pertain to financed or leased aircraft equipment, such Grantor agrees that, so long as this Agreement shall remain in

Sch. V-2

	effect, such Pool Aircraft will be insured and such insurance policies endorsed either (i) in a manner consistent with AVN67B or a successor London market endorsement, as it may be amended or revised or its equivalent or (ii) as may then be customary in the airline industry for aircraft of the same type as such Pool Aircraft utilized by operators in the same country and whose operational network for such Pool Aircraft and credit status is similar to the type of business as the applicable Lessee (if any) and at the time commonly available in the insurance market. In all cases, the relevant Grantor will set the standards for, review and manage the Insurances on the Pool Aircraft consistent with Leasing Company Practice with respect to similar aircraft.
7.	Insurance Brokers and Insurers
	In reviewing and accepting the insurance brokers (if any) and reinsurance brokers (if any) and insurers and reinsurers (if any) providing coverage with respect to the Pool Aircraft, the relevant Grantor will utilize standards consistent with Leasing Company Practice with respect to similar aircraft. It is recognized that airlines in certain countries are required to utilize brokers (and sometimes even no brokers) or carry insurance with local insurance brokers and insurers. If at any time any Pool Aircraft is not subject to a Lease, the relevant Grantor will cause its insurance brokers to provide the Security Trustee with evidence that the insurances required by this Schedule V are in full force and effect.
8.	Deductible Amounts, Self-Insurance and Reinsurance
	With respect to the type of aircraft concerned, the nationality and creditworthiness of the airline operator, the airline operator’s use and operation thereof and to the scope of and the amount covered by the insurances carried by the Lessee, the relevant Grantor will apply standards consistent with Leasing Company Practice with respect to similar aircraft in reviewing and accepting the amount of any insurance deductibles, whether the Lessee may self-insure any of the risks covered by the insurances and the scope and terms of reinsurance, if any, including a cut-through clause. If any time a Pool Aircraft is not subject to a Lease, the relevant Grantor shall cause to be maintained the Insurances required hereunder but it may have deductibles consistent with Leasing Company Practice for other off-lease aircraft or be “self-insured” by the Issuer or General Electric Company in a manner consistent with Leasing Company Practice for other off-lease aircraft.
9.	Renewals
	The Issuer will ensure that the Insurances on the Pool Aircraft and their expiration dates are monitored. The relevant Grantor shall, when requested by the Security Trustee, promptly inform the Security Trustee as to whether or not it has been advised that renewal instructions for any of the Insurances have been given by the airline operator or its broker prior to or on the scheduled expiry date of the relevant insurance. The relevant Grantor shall promptly notify the Security Trustee in writing if it receives notice that any of the Insurances have in fact expired without renewal. Promptly after receipt, the relevant Grantor will provide to the Security Trustee evidence of renewal of the Insurances and reinsurance (if any).

Sch. V-3

10.

Information

Subject to applicable confidentiality restrictions, each of the Grantors shall provide the Security Trustee or shall ensure that the Security Trustee is provided with any information reasonably requested by it from time to time concerning the Insurances maintained with respect to the Pool Aircraft or, if reasonably available to the Grantors, in connection with any claim being made or proposed to be made thereunder.

Sch. V-4

SCHEDULE VI
AIRCRAFT MORTGAGE AND SECURITY AGREEMENT

AIRCRAFT LEASES

Ref. No.	Aircraft Type	MSN	Reg. No.	Lease Documents
				AirTran/Southwest
1.	B737-700	32653	N168AT	Aircraft Lease Agreement dated as of August 15, 2003 between AFS Investments 54 LLC, as lessor, and AirTran Airways, Inc., as lessee, incorporating the terms of the Aircraft Lease Common Terms Agreement dated as of August 15, 2003 between Aviation Financial Services Inc. (now NAS Holdings LLC) and AirTran Airways, Inc.
2.	B737-700	32654	N176AT	Aircraft Lease Agreement dated as of August 15, 2003 between AFS Investments 55 LLC, as lessor, and AirTran Airways, Inc., as lessee, incorporating the terms of the Aircraft Lease Common Terms Agreement dated as of August 15, 2003 between Aviation Financial Services Inc. (now NAS Holdings LLC) and AirTran Airways, Inc.
3.	B737-700	32656	N184AT	Aircraft Lease Agreement dated as of August 15, 2003 between AFS Investments 56 LLC, as lessor, and AirTran Airways, Inc., as lessee, incorporating the terms of the Aircraft Lease Common Terms Agreement dated as of August 15, 2003 between Aviation Financial Services Inc. (now NAS Holdings LLC) and AirTran Airways, Inc.
4.	B737-700	32657	N240AT	Aircraft Lease Agreement dated as of August 15, 2003 between AFS Investments 57 LLC, as lessor, and AirTran Airways, Inc., as lessee, incorporating the terms of the Aircraft Lease Common Terms Agreement dated as of August 15, 2003 between Aviation Financial Services Inc. (now NAS Holdings LLC) and AirTran Airways, Inc.
5.	B737-700	32660	N261AT	Aircraft Lease Agreement dated as of August 15, 2003 between AFS Investments 54 LLC, as lessor, and AirTran Airways, Inc., as lessee, incorporating the terms of the Aircraft Lease Common Terms Agreement dated as of August 15, 2003 between Aviation Financial Services Inc. (now NAS Holdings LLC) and AirTran Airways, Inc.
6.	B737-700	32661	N173AT	Aircraft Lease Agreement dated as of August 15, 2003 between AFS Investments 56 LLC, as lessor, and AirTran Airways, Inc., as lessee, incorporating the terms of the Aircraft Lease Common Terms Agreement dated as of August 15, 2003 between Aviation Financial Services Inc. (now NAS Holdings LLC) and AirTran Airways, Inc.
7.	B737-700	32662	N273AT	Aircraft Lease Agreement dated as of August 15, 2003 between AFS Investments 55 LLC, as lessor, and AirTran Airways, Inc., as lessee, incorporating the terms of the Aircraft Lease Common Terms Agreement dated as of August 15, 2003 between Aviation Financial Services Inc. (now NAS Holdings LLC) and AirTran Airways, Inc
8.	B737-700	32664	N276AT	Aircraft Lease Agreement dated as of August 15, 2003 between AFS Investments 56 LLC, as lessor, and AirTran Airways, Inc., as lessee, incorporating the terms of the Aircraft Lease Common Terms Agreement dated as of August 15, 2003 between Aviation Financial Services Inc. (now NAS Holdings LLC) and AirTran Airways, Inc.
9.	B737-700	32665	N278AT	Aircraft Lease Agreement dated as of August 15, 2003 between AFS Investments 57 LLC, as lessor, and AirTran Airways, Inc., as lessee, incorporating the terms of the Aircraft Lease Common Terms Agreement dated as of August 15, 2003 between Aviation Financial Services Inc. (now NAS Holdings LLC) and AirTran Airways, Inc.
10.	B737-700	32666	N279AT	Aircraft Lease Agreement dated as of August 15, 2003 between AFS

Ref. No.	Aircraft Type	MSN	Reg. No.	Lease Documents
				Investments 54 LLC, as lessor, and AirTran Airways, Inc., as lessee, incorporating the terms of the Aircraft Lease Common Terms Agreement dated as of August 15, 2003 between Aviation Financial Services Inc. (now NAS Holdings LLC) and AirTran Airways, Inc.
11.	B737-700	32668	N284AT	Aircraft Lease Agreement dated as of August 15, 2003 between AFS Investments 55 LLC, as lessor, and AirTran Airways, Inc., as lessee, incorporating the terms of the Aircraft Lease Common Terms Agreement dated as of August 15, 2003 between Aviation Financial Services Inc. (now NAS Holdings LLC) and AirTran Airways, Inc.
12.	B737-700	32670	N285AT	Aircraft Lease Agreement dated as of August 15, 2003 between AFS Investments 56 LLC, as lessor, and AirTran Airways, Inc., as lessee, incorporating the terms of the Aircraft Lease Common Terms Agreement dated as of August 15, 2003 between Aviation Financial Services Inc. (now NAS Holdings LLC) and AirTran Airways, Inc.
13.	B737-700	32671	N287AT	Aircraft Lease Agreement dated as of August 15, 2003 between AFS Investments 57 LLC, as lessor, and AirTran Airways, Inc., as lessee, incorporating the terms of the Aircraft Lease Common Terms Agreement dated as of August 15, 2003 between Aviation Financial Services Inc. (now NAS Holdings LLC) and AirTran Airways, Inc.
14.	B737-700	32673	N289AT	Aircraft Lease Agreement dated as of August 15, 2003 between AFS Investments 54 LLC, as lessor, and AirTran Airways, Inc., as lessee, incorporating the terms of the Aircraft Lease Common Terms Agreement dated as of August 15, 2003 between Aviation Financial Services Inc. (now NAS Holdings LLC) and AirTran Airways, Inc.
15.	B737-700	32675	N291AT	Aircraft Lease Agreement dated as of August 15, 2003 between AFS Investments 55 LLC, as lessor, and AirTran Airways, Inc., as lessee, incorporating the terms of the Aircraft Lease Common Terms Agreement dated as of August 15, 2003 between Aviation Financial Services Inc. (now NAS Holdings LLC) and AirTran Airways, Inc.
16.	B737-700	32677	N295AT	Aircraft Lease Agreement dated as of August 15, 2003 between AFS Investments 56 LLC, as lessor, and AirTran Airways, Inc., as lessee, incorporating the terms of the Aircraft Lease Common Terms Agreement dated as of August 15, 2003 between Aviation Financial Services Inc. (now NAS Holdings LLC) and AirTran Airways, Inc.
17.	B737-700	32678	N299AT	Aircraft Lease Agreement dated as of August 15, 2003 between AFS Investments 57 LLC, as lessor, and AirTran Airways, Inc., as lessee, incorporating the terms of the Aircraft Lease Common Terms Agreement dated as of August 15, 2003 between Aviation Financial Services Inc. (now NAS Holdings LLC) and AirTran Airways, Inc.
18.	B737-700	32679	N7714B	Aircraft Lease Agreement dated as of August 15, 2003 between AFS Investments 54 LLC, as lessor, and AirTran Airways, Inc., as lessee, incorporating the terms of the Aircraft Lease Common Terms Agreement dated as of August 15, 2003 between Aviation Financial Services Inc. (now NAS Holdings LLC) and AirTran Airways, Inc.
19.	B737-700	32681	N149AT	Aircraft Lease Agreement dated as of August 15, 2003 between AFS Investments 55 LLC, as lessor, and AirTran Airways, Inc., as lessee, incorporating the terms of the Aircraft Lease Common Terms Agreement dated as of August 15, 2003 between Aviation Financial Services Inc. (now NAS Holdings LLC) and AirTran Airways, Inc.
20.	B737-700	32744	N169AT	Aircraft Lease Agreement dated as of August 15, 2003 between AFS Investments 55 LLC, as lessor, and AirTran Airways, Inc., as lessee, incorporating the terms of the Aircraft Lease Common Terms Agreement dated as of August 15, 2003 between Aviation Financial

2

Ref. No.	Aircraft Type	MSN	Reg. No.	Lease Documents
				Services Inc. (now NAS Holdings LLC) and AirTran Airways, Inc.
				American Airlines
21.	B737-800	30905	N862NN	Aircraft Lease Agreement (2009 MSN 30905) dated as of September 16, 2009 between Wilmington Trust Company, as Owner Trustee, as Lessor, and American Airlines, Inc., as Lessee, incorporating the provisions of the Aircraft Lease Common Terms Agreement dated as of May 12, 2008 between NAS Holdings LLC and American Airlines, Inc.
22.	B737-800	30907	N857NN	Aircraft Lease Agreement (2009 MSN 30907) dated as of September 16, 2009 between Wilmington Trust Company, as Owner Trustee, as Lessor, and American Airlines, Inc., as Lessee, incorporating the provisions of the Aircraft Lease Common Terms Agreement dated as of May 12, 2008 between NAS Holdings LLC and Lessee American Airlines, Inc.
23.	B737-800	31103	N848NN	Aircraft Lease Agreement (2009 MSN 31103) dated as of September 16, 2009 between Wilmington Trust Company, as Owner Trustee, as Lessor, and American Airlines, Inc., as Lessee, incorporating the provisions of the Aircraft Lease Common Terms Agreement dated as of May 12, 2008 between NAS Holdings LLC and Lessee American Airlines, Inc.
24.	B737-800	31105	N853NN	Aircraft Lease Agreement (2009 MSN 31105) dated as of September 16, 2009 between Wilmington Trust Company, as Owner Trustee, as Lessor, and American Airlines, Inc., as Lessee, incorporating the provisions of the Aircraft Lease Common Terms Agreement dated as of May 12, 2008 between NAS Holdings LLC and Lessee American Airlines, Inc.
25.	B737-800	31107	N856NN	Aircraft Lease Agreement (2009 MSN 31107) dated as of September 16, 2009 between Wilmington Trust Company, as Owner Trustee, as Lessor, and American Airlines, Inc., as Lessee, incorporating the provisions of the Aircraft Lease Common Terms Agreement dated as of May 12, 2008 between NAS Holdings LLC and Lessee American Airlines, Inc.
26.	B737-800	33213	N849NN	Aircraft Lease Agreement (2009 MSN 33213) dated as of September 16, 2009 between Wilmington Trust Company, as Owner Trustee, as Lessor, and American Airlines, Inc., as Lessee, incorporating the provisions of the Aircraft Lease Common Terms Agreement dated as of May 12, 2008 between NAS Holdings LLC and Lessee American Airlines, Inc.
27.	B737-800	40580	N850NN	Aircraft Lease Agreement (2009 MSN 40580) dated as of September 16, 2009 between Wilmington Trust Company as Owner Trustee, as Lessor, and American Airlines, Inc., as Lessee, incorporating the provisions of the Aircraft Lease Common Terms Agreement dated as of May 12, 2008 between NAS Holdings LLC and Lessee American Airlines, Inc.
28.	B737-800	40583	N860NN	Aircraft Lease Agreement (2009 MSN 40583) dated as of September 16, 2009 between Wilmington Trust Company, as Owner Trustee, as Lessor, and American Airlines, Inc., as Lessee, incorporating the provisions of the Aircraft Lease Common Terms Agreement dated as of May 12, 2008 between NAS Holdings LLC and Lessee American Airlines, Inc.
29.	B737-800	40768	N878NN	Aircraft Lease Agreement (2009 MSN 40768) dated as of September 16, 2009 between Wilmington Trust Company, as Owner Trustee, as

3

Ref. No.	Aircraft Type	MSN	Reg. No.	Lease Documents
				Lessor, and American Airlines, Inc., as Lessee, incorporating the provisions of the Aircraft Lease Common Terms Agreement dated as of May 12, 2008 between NAS Holdings LLC and Lessee American Airlines, Inc.
30.	B737-800	40769	N880NN	Aircraft Lease Agreement (2009 MSN 40769) dated as of September 16, 2009 between Wilmington Trust Company, as Owner Trustee, as Lessor, and American Airlines, Inc., as Lessee, incorporating the provisions of the Aircraft Lease Common Terms Agreement dated as of May 12, 2008 between NAS Holdings LLC and Lessee American Airlines, Inc.
				Atlas Air/Polar Air Cargo
31.	B747-400F	32838	N416MC	Lease Agreement (MSN 32838) dated as of July 16, 2002 between Tuolumne River Aircraft Finance, Inc., as Lessor, and Atlas Air, Inc., as Lessee
32.	B747-400F	32840	N418MC	Lease Agreement (MSN 32840) dated as of November 26, 2002 between AFS Investments XL-C LLC as Lessor, and Atlas Air, Inc., as Lessee
33.	B747-400F	30812	N454PA	Lease Agreement (MSN 30812) dated as of July 24, 2002 between Charles River Aircraft Finance, Inc., as Lessor, and Polar Air Cargo, Inc., as Lessee
				Delta Air Lines
34.	CRJ-200LR	7390	N8390A	Lease Agreement [NW 2000 EEE] dated as of December 21, 2000 between Wells Fargo Bank Northwest, National Association (as successor to First Security Bank, National Association), as Owner Trustee, as Lessor, and Delta Air Lines, Inc. (as successor by merger to Northwest Airlines, Inc.) as Lessee
35.	CRJ-200LR	7432	N8432A	Lease Agreement [NW 2000 GGG] dated as of December 21, 2000 between Wells Fargo Bank Northwest, National Association (as successor to First Security Bank, National Association), as Owner Trustee, as Lessor, and Delta Air Lines, Inc. (as successor by merger to Northwest Airlines, Inc.) as Lessee
36.	CRJ-200LR	7444	N8444F	Lease Agreement [NW 2000 HHH] dated as of December 21, 2000 between Wells Fargo Bank Northwest, National Association (as successor to First Security Bank, National Association), as Owner Trustee, as Lessor, and Delta Air Lines, Inc. (as successor by merger to Northwest Airlines, Inc.) as Lessee
37.	CRJ-200LR	7458	N8458A	Lease Agreement [NW 2000 III] dated as of December 21, 2000 between Wells Fargo Bank Northwest, National Association (as successor to First Security Bank, National Association), as Owner Trustee, as Lessor, and Delta Air Lines, Inc. (as successor by merger to Northwest Airlines, Inc.) as Lessee
38.	CRJ-200LR	7475	N8475B	Lease Agreement [NW 2001 BBB] dated as of February 13, 2001 between Wells Fargo Bank Northwest, National Association (as successor to First Security Bank, National Association), as Owner Trustee, as Lessor, and Delta Air Lines, Inc. (as successor by merger to Northwest Airlines, Inc.) as Lessee
39.	CRJ-200LR	7477	N8477R	Lease Agreement [NW 2001 AAA] dated as of January 31, 2001 between Wells Fargo Bank Northwest, National Association (as successor to First Security Bank, National Association), as Owner Trustee, as Lessor, and Delta Air Lines, Inc. (as successor by merger to Northwest Airlines, Inc.) as Lessee
40.	CRJ-200LR	7488	N8488D	Lease Agreement [NW 2001 CCC] dated as of March 21, 2001

4

Ref. No.	Aircraft Type	MSN	Reg. No.	Lease Documents
				between Wells Fargo Bank Northwest, National Association (as successor to First Security Bank, National Association), as Owner Trustee, as Lessor, and Delta Air Lines, Inc. (as successor by merger to Northwest Airlines, Inc.) as Lessee
41.	CRJ-200LR	7492	N8492C	Lease Agreement [NW 2001 EEE] dated as of April 11, 2001 between Wells Fargo Bank Northwest, National Association (as successor to First Security Bank, National Association), as Owner Trustee, as Lessor, and Delta Air Lines, Inc. (as successor by merger to Northwest Airlines, Inc.) as Lessee
42.	CRJ-200LR	7495	N8495B	Lease Agreement [NW 2001 DDD] dated as of April 4, 2001 between Wells Fargo Bank Northwest, National Association (as successor to First Security Bank, National Association), as Owner Trustee, as Lessor, and Delta Air Lines, Inc. (as successor by merger to Northwest Airlines, Inc.) as Lessee
43.	CRJ-200LR	7501	N8501F	Lease Agreement [NW 2001 FFF] dated as of April 24, 2001 between Wells Fargo Bank Northwest, National Association as Owner Trustee, as Lessor, and Delta Air Lines, Inc. (as successor by merger to Northwest Airlines, Inc.) as Lessee
44.	CRJ-200LR	7505	N8505Q	Lease Agreement [NW 2001 GGG] dated as of April 30, 2001 between Wells Fargo Bank Northwest, National Association, as Owner Trustee, as Lessor, and Delta Air Lines, Inc. (as successor by merger to Northwest Airlines, Inc.) as Lessee
45.	CRJ-200LR	7506	N8506C	Lease Agreement [NW 2001 HHH] dated as of April 30, 2001 between Wells Fargo Bank Northwest, National Association, as Owner Trustee, as Lessor, and Delta Air Lines, Inc. (as successor by merger to Northwest Airlines, Inc.) as Lessee
46.	CRJ-200LR	7509	N659BR	Aircraft Lease Agreement dated as of January 30, 2007 between U.S. Bank Trust National Association (as successor to Wachovia Bank, National Association), as Lessor, and Delta Air Lines, Inc., as Lessee, incorporating the provisions of the Aircraft Lease Common Terms Agreement dated as of March 31, 2006 between Aviation Financial Services LLC and Delta Air Lines, Inc.
47.	CRJ-200LR	7515	N8515F	Lease Agreement [NW 2001 III] dated as of June 7, 2001 between Wells Fargo Bank Northwest, National Association, as Owner Trustee, as Lessor, and Delta Air Lines, Inc. (as successor by merger to Northwest Airlines, Inc.) as Lessee
48.	CRJ-200LR	7516	N8516C	Lease Agreement [NW 2001 JJJ] dated as of June 7, 2001 between Wells Fargo Bank Northwest, National Association, as Owner Trustee, as Lessor, and Delta Air Lines, Inc. (as successor by merger to Northwest Airlines, Inc.) as Lessee
49.	CRJ-200LR	7525	N8525B	Lease Agreement [NW 2001 LLL] dated as of July 5, 2001 between Wells Fargo Bank Northwest, National Association, as Owner Trustee, as Lessor, and Delta Air Lines, Inc. (as successor by merger to Northwest Airlines, Inc.) as Lessee
50.	CRJ-200LR	7532	N8532G	Lease Agreement [NW 2001 MMM] dated as of July 12, 2001 between Wells Fargo Bank Northwest, National Association, as Owner Trustee, as Lessor, and Delta Air Lines, Inc. (as successor by merger to Northwest Airlines, Inc.) as Lessee
51.	CRJ-200LR	7533	N8533D	Lease Agreement [NW 2001 NNN] dated as of July 19, 2001 between Wells Fargo Bank Northwest, National Association, as Owner Trustee, as Lessor, and Delta Air Lines, Inc. (as successor by merger to Northwest Airlines, Inc.) as Lessee
52.	CRJ-200LR	7541	N8541D	Lease Agreement [NW 2001 OOO] dated as of September 5, 2001

5

Ref. No.	Aircraft Type	MSN	Reg. No.	Lease Documents
				between Wells Fargo Bank Northwest, National Association, as Owner Trustee, as Lessor, and Delta Air Lines, Inc. (as successor by merger to Northwest Airlines, Inc.) as Lessee
53.	CRJ-200LR	7543	N8543F	Lease Agreement [NW 2001 PPP] dated as of September 5, 2001 between Wells Fargo Bank Northwest, National Association, as Owner Trustee, as Lessor, and Delta Air Lines, Inc. (as successor by merger to Northwest Airlines, Inc.) as Lessee
54.	CRJ-200LR	7554	N8554A	Lease Agreement [NW 2001 QQQ] dated as of December 21, 2001 between Wells Fargo Bank Northwest, National Association, as Owner Trustee, as Lessor, and Delta Air Lines, Inc. (as successor by merger to Northwest Airlines, Inc.) as Lessee
55.	CRJ-200LR	7560	N8560F	Lease Agreement [NW 2001 RRR] dated as of December 21, 2001 between Wells Fargo Bank Northwest, National Association, as Owner Trustee, as Lessor, and Delta Air Lines, Inc. (as successor by merger to Northwest Airlines, Inc.) as Lessee
56.	CRJ-200LR	7577	N8577D	Lease Agreement [NW 2001 SSS] dated as of December 21, 2001 between Wells Fargo Bank Northwest, National Association, as Owner Trustee, as Lessor, and Delta Air Lines, Inc. (as successor by merger to Northwest Airlines, Inc.) as Lessee
57.	CRJ-200LR	7580	N8580A	Lease Agreement [NW 2001 TTT] dated as of December 21, 2001 between Wells Fargo Bank Northwest, National Association, as Owner Trustee, as Lessor, and Delta Air Lines, Inc. (as successor by merger to Northwest Airlines, Inc.) as Lessee
58.	CRJ-200LR	7587	N8587E	Lease Agreement [NW 2001 UUU] dated as of December 21, 2001 between Wells Fargo Bank Northwest, National Association, as Owner Trustee, as Lessor, and Delta Air Lines, Inc. (as successor by merger to Northwest Airlines, Inc.) as Lessee
59.	CRJ-200	7588	N8588D	Lease Agreement [NW 2002 AAA] dated as of January 15, 2002 between Wells Fargo Bank Northwest, National Association, as Owner Trustee, as Lessor, and Delta Air Lines, Inc. (as successor by merger to Northwest Airlines, Inc.) as Lessee
60.	CRJ-200	7598	N8598B	Lease Agreement [NW 2002 BBB] dated as of January 15, 2002 between Wells Fargo Bank Northwest, National Association, as Owner Trustee, as Lessor, and Delta Air Lines, Inc. (as successor by merger to Northwest Airlines, Inc.) as Lessee
61.	CRJ-200	7604	N8604C	Lease Agreement [NW 2002 CCC] dated as of January 18, 2002 between Wells Fargo Bank Northwest, National Association, as Owner Trustee, as Lessor, and Delta Air Lines, Inc. (as successor by merger to Northwest Airlines, Inc.) as Lessee
62.	CRJ-200LR	7611	N8611A	Lease Agreement [NW 2002 DDD] dated as of January 29, 2002 between Wells Fargo Bank Northwest, National Association, as Owner Trustee, as Lessor, and Delta Air Lines, Inc. (as successor by merger to Northwest Airlines, Inc.) as Lessee
63.	CRJ-200LR	7691	N682BR	Aircraft Lease Agreement dated as of August 28, 2006 between U.S. Bank National Association (as successor to Wachovia Bank, National Association), as Lessor, and Delta Air Lines, Inc., as Lessee, incorporating the provisions of the Aircraft Lease Common terms Agreement dated as of March 31, 2006 between Aviation Financial Services LLC (now NAS Holdings LLC) and Delta Air Lines, Inc.
64.	CRJ-200LR	7692	N683BR	Aircraft Lease Agreement dated as of August 9, 2006 between U.S. Bank National Association (as successor to Wachovia Bank, National Association), as Lessor, and Delta Air Lines, Inc., as Lessee, incorporating the provisions of the Aircraft Lease Common Terms

6

Ref. No.	Aircraft Type	MSN	Reg. No.	Lease Documents
				Agreement dated as of March 31, 2006 between Aviation Financial Services LLC and Delta Air Lines, Inc.
65.	CRJ-200LR	7712	N685BR	Aircraft Lease Agreement dated as of October 6, 2006 between U.S. Bank National Association (as successor to Wachovia Bank, National Association), as Lessor, and Delta Air Lines, Inc., as Lessee, incorporating the provisions of the Aircraft Lease Common Terms Agreement dated as of March 31, 2006 between Aviation Financial Services LLC and Delta Air Lines, Inc.
66.	CRJ-200LR	7715	N686BR	Aircraft Lease Agreement dated as of September 15, 2006 between U.S. Bank National Association (as successor to Wachovia Bank, National Association), as Lessor, and Delta Air Lines, Inc., as Lessee, incorporating the provisions of the Aircraft Lease Common Terms Agreement dated as of March 31, 2006 between Aviation Financial Services LLC and Delta Air Lines, Inc.
67.	CRJ-200LR	8005	N805AY	Lease Agreement [NW 2000 FFF] dated as of December 21, 2000 between Wells Fargo Bank Northwest, National Association (as successor to First Security Bank, National Association), as Owner Trustee, as Lessor, and Delta Air Lines, Inc. (as successor by merger to Northwest Airlines, Inc.) as Lessee
				JetBlue Airways
68.	A320-200	1849	N547JB	Lease Agreement (N547JB) dated as of September 9, 2002 between Wells Fargo Bank Northwest, National Association, as Owner Trustee, as Lessor, and JetBlue Airways Corporation, as Lessee, incorporating certain provisions of the Lease Standard Terms Manual dated September 9, 2002
69.	A320-200	1898	N554JB	Lease Agreement (N554JB) dated as of December 4, 2002 between Wells Fargo Bank Northwest, National Association, as Owner Trustee, as Lessor and JetBlue Airways Corporation, as Lessee, incorporating certain provisions of the Lease Standard Terms Manual dated September 9, 2002
70.	A320-200	1927	N561JB	Lease Agreement (N561JB) dated as of February 12, 2003 between Wells Fargo Bank Northwest, National Association, as Owner Trustee, as Lessor and JetBlue Airways Corporation, as Lessee, incorporating certain provisions of the Lease Standard Terms Manual dated September 9, 2002
71.	A320-200	1948	N562JB	Lease Agreement (N562JB) dated as of March 12, 2003 between Wells Fargo Bank Northwest, National Association, as Owner Trustee, as Owner Trustee, as Lessor, and JetBlue Airways Corporation, as Lessee, incorporating certain provisions of the Lease Standard Terms Manual dated September 9, 2002
72.	A320-200	2006	N563JB	Lease Agreement (N563JB) dated as of May 21, 2003 between Wells Fargo Bank Northwest, National Association, as Owner Trustee, as Lessor, and JetBlue Airways Corporation, as Lessee, incorporating certain provisions of the Lease Standard Terms Manual dated September 9, 2002
73.	A320-200	2132	N579JB	Lease Agreement (N579JB) dated as of November 12, 2003 between Wells Fargo Bank Northwest, National Association, as Owner Trustee, as Lessor, and JetBlue Airways Corporation, as Lessee, incorporating certain provisions of the Lease Standard Terms Manual dated November 12, 2003

7

Ref. No.	Aircraft Type	MSN	Reg. No.	Lease Documents
74.	A320-200	2136	N580JB	Lease Agreement (N580JB) dated as of November 17, 2003 between Wells Fargo Bank Northwest, National Association, as Owner Trustee, as Lessor, and JetBlue Airways Corporation, as Lessee, incorporating certain provisions of the Lease Standard Terms Manual dated November 12, 2003
75.	EMB 190-AR	19000006	N179JB	Lease Agreement (N179JB) dated as of September 30, 2005 between Wells Fargo Bank Northwest, National Association, as Owner Trustee, as Lessor, and JetBlue Airways Corporation, as Lessee, incorporating certain provisions of the Lease Standard Terms Manual dated September 13, 2005
76.	EMB 190-AR	19000007	N183JB	Lease Agreement (N183JB) dated as of September 13, 2005 between Wells Fargo Bank Northwest, National Association, as Owner Trustee, as Lessor, and JetBlue Airways Corporation, as Lessee, incorporating certain provisions of the Lease Standard Terms Manual dated September 13, 2005
77.	EMB 190-AR	19000008	N184JB	Lease Agreement (N184JB) dated as of October 24, 2005 between Wells Fargo Bank Northwest, National Association, as Owner Trustee, as Lessor, and JetBlue Airways Corporation, as Lessee, incorporating certain provisions of the Lease Standard Terms Manual dated September 13, 2005
78.	EMB 190-AR	19000009	N187JB	Lease Agreement (N187JB) dated as of November 9, 2005 between Wells Fargo Bank Northwest, National Association, as Owner Trustee, as Lessor, and JetBlue Airways Corporation, as Lessee, incorporating certain provisions of the Lease Standard Terms Manual dated September 13, 2005
79.	EMB 190-AR	19000011	N190JB	Lease Agreement (N190JB) dated as of November 30, 2005 between Wells Fargo Bank Northwest, National Association, as Owner Trustee, as Lessor, and JetBlue Airways Corporation, as Lessee, incorporating certain provisions of the Lease Standard Terms Manual dated September 13, 2005
80.	EMB 190-AR	19000014	N192JB	Lease Agreement (N192JB) dated as of December 15, 2005 between Wells Fargo Bank Northwest, National Association, as Owner Trustee, as Lessor, and JetBlue Airways Corporation, as Lessee, incorporating certain provisions of the Lease Standard Terms Manual dated September 13, 2005
81.	EMB 190-AR	19000017	N193JB	Lease Agreement (N193JB) dated as of January 5, 2006 between Wells Fargo Bank Northwest, National Association, as Owner Trustee, as Lessor, and JetBlue Airways Corporation, as Lessee, incorporating certain provisions of the Lease Standard Terms Manual dated September 13, 2005
82.	EMB 190-AR	19000020	N197JB	Lease Agreement (N197JB) dated as of February 7, 2006 between Wells Fargo Bank Northwest, National Association, as Owner Trustee, as Lessor, and JetBlue Airways Corporation, as Lessee, incorporating certain provisions of the Lease Standard Terms Manual dated September 13, 2005
83.	EMB 190-AR	19000021	N198JB	Lease Agreement (N198JB) dated as of February 21, 2006 between Wells Fargo Bank Northwest, National Association, as Owner Trustee, as Lessor, and JetBlue Airways Corporation, as Lessee, incorporating certain provisions of the Lease Standard Terms Manual dated September 13, 2005
84.	EMB 190-AR	19000023	N203JB	Lease Agreement (N203JB) dated as of March 17, 2006 between Wells Fargo Bank Northwest, National Association, as Owner Trustee, as

8

Ref. No.	Aircraft Type	MSN	Reg. No.	Lease Documents
				Lessor, and JetBlue Airways Corporation, as Lessee, incorporating certain provisions of the Lease Standard Terms Manual dated September 13, 2005
85.	EMB 190-AR	19000025	N206JB	Lease Agreement (N206JB) dated as of April 19, 2006 between Wells Fargo Bank Northwest, National Association, as Owner Trustee, as Lessor, and JetBlue Airways Corporation, as Lessee, incorporating certain provisions of the Lease Standard Terms Manual dated September 13, 2005
86.	EMB 190-AR	19000026	N216JB	Lease Agreement (N216JB) dated as of April 26, 2006 between Wells Fargo Bank Northwest, National Association, as Owner Trustee, as Lessor, and JetBlue Airways Corporation, as Lessee, incorporating certain provisions of the Lease Standard Terms Manual dated September 13, 2005
87.	EMB 190-AR	19000030	N228JB	Lease Agreement (N228JB) dated as of May 22, 2006 between Wells Fargo Bank Northwest, National Association, as Owner Trustee, as Lessor, and JetBlue Airways Corporation, as Lessee, incorporating certain provisions of the Lease Standard Terms Manual dated September 13, 2005
88.	EMB 190-AR	19000032	N229JB	Lease Agreement (N229JB) dated as of June 7, 2006 between Wells Fargo Bank Northwest, National Association, as Owner Trustee, as Lessor, and JetBlue Airways Corporation, as Lessee, incorporating certain provisions of the Standard Terms Manual dated September 13, 2005
89.	EMB 190-AR	19000033	N231JB	Lease Agreement (N231JB) dated as of June 12, 2006 between Wells Fargo Bank Northwest, National Association, as Owner Trustee, as Lessor, and JetBlue Airways Corporation, as Lessee, incorporating certain provisions of the Lease Standard Terms Manual dated September 13, 2005
90.	EMB 190-AR	19000035	N236JB	Lease Agreement (N236JB) dated as of June 30, 2006 between Wells Fargo Bank Northwest, National Association, as Owner Trustee, as Lessor, and JetBlue Airways Corporation, as Lessee, incorporating certain provisions of the Lease Standard Terms Manual dated September 13, 2005
91.	EMB 190-AR	19000039	N238JB	Lease Agreement (N238JB) dated as of July 20, 2006 between Wells Fargo Bank Northwest, National Association, as Owner Trustee, as Lessor, and JetBlue Airways Corporation, as Lessee, incorporating certain provisions of the Lease Standard Terms Manual dated September 13, 2005
92.	EMB 190-AR	19000040	N239JB	Lease Agreement (N239JB) dated as of August 15, 2006 between Wells Fargo Bank Northwest, National Association, as Owner Trustee, as Lessor, and JetBlue Airways Corporation, as Lessee, incorporating certain provisions of the Lease Standard Terms Manual dated September 13, 2005
93.	EMB 190-AR	19000042	N247JB	Lease Agreement (N247JB) dated as of August 22, 2006 between Wells Fargo Bank Northwest, National Association, as Owner Trustee, as Lessor, and JetBlue Airways Corporation, as Lessee, incorporating certain provisions of the Lease Standard Terms Manual dated September 13, 2005
94.	EMB 190-AR	19000045	N249JB	Lease Agreement (N249JB) dated as of September 14, 2006 between Wells Fargo Bank Northwest, National Association, as Owner Trustee, as Lessor, and JetBlue Airways Corporation, as Lessee, incorporating certain provisions of the Lease Standard Terms Manual dated September 13, 2005

9

Ref. No.	Aircraft Type	MSN	Reg. No.	Lease Documents
95.	EMB 190-AR	19000047	N258JB	Lease Agreement (N258JB) dated as of October 5, 2006 between Wells Fargo Bank Northwest, National Association, as Owner Trustee, as Lessor, and JetBlue Airways Corporation, as Lessee, incorporating certain provisions of the Lease Standard Terms Manual dated September 13, 2005
96.	EMB 190-AR	19000049	N265JB	Lease Agreement (N265JB) dated as of November 9, 2006 between Wells Fargo Bank Northwest, National Association, as Owner Trustee, as Lessor, and JetBlue Airways Corporation, as Lessee, incorporating certain provisions of the Standard Terms Manual dated September 13, 2005
97.	EMB 190-AR	19000054	N266JB	Lease Agreement (N266JB) dated as of February 15, 2007 between Wells Fargo Bank Northwest, National Association, as Owner Trustee, as Lessor, and JetBlue Airways Corporation, as Lessee, incorporating certain provisions of the Lease Standard Terms Manual dated September 13, 2005
98.	EMB 190-AR	19000090	N279JB	Lease Agreement (N279JB) dated as of July 24, 2007 between Wells Fargo Bank Northwest, National Association, as Owner Trustee, as Lessor, and JetBlue Airways Corporation, as Lessee, incorporating certain provisions of the Lease Standard Terms Manual dated September 13, 2005
99.	EMB 190-AR	19000103	N281JB	Lease Agreement (N281JB) dated as of September 18, 2007 between Wells Fargo Bank Northwest, National Association, as Owner Trustee, as Lessor, and JetBlue Airways Corporation, as Lessee, incorporating certain provisions of the Lease Standard Terms Manual dated September 13, 2005
100.	EMB 190-AR	19000125	N283JB	Lease Agreement (N283JB) dated as of November 13, 2007 between Wells Fargo Bank Northwest, National Association, as Owner Trustee, as Lessor, and JetBlue Airways Corporation, as Lessee, incorporating certain provisions of the Lease Standard Terms Manual dated September 13, 2005
101.	EMB 190-AR	19000144	N284JB	Lease Agreement (N284JB) dated as of January 22, 2008 between Wells Fargo Bank Northwest, National Association, as Owner Trustee, as Lessor, and JetBlue Airways Corporation, as Lessee, incorporating certain provisions of the Lease Standard Terms Manual dated September 13, 2005
				United Air Lines
102.	B777-200ER	30223	N220UA	Lease Agreement (N220UA) dated as of June 13, 2003 between Wells Fargo Bank Northwest, National Association, as Owner Trustee, as Lessor, and United Air Lines, Inc., as Lessee
103.	B777-200ER	30551	N219UA	Lease Agreement (N219UA) dated as of June 17, 2003 between Wells Fargo Bank Northwest, National Association, as Owner Trustee, as Lessor, and United Air Lines, Inc., as Lessee
104.	B777-200ER	30553	N222UA	Lease Agreement (N222UA) dated as of June 17, 2003 between Wells Fargo Bank Northwest, National Association, as Owner Trustee, as Lessor, and United Air Lines, Inc., as Lessee
				US Airways
105.	CRJ-200LR	7858	N202PS	Lease Agreement (US Airways, Inc. N202PS) dated as of October 28, 2003 between Wells Fargo Bank Northwest, National Association, as Owner Trustee, as Lessor, and U.S. Airways, Inc., as Lessee, incorporating the provisions of the US Airways, Inc. Amended and Restated Standard Terms Manual--Single-Investor Lease dated May 28, 2004

10

Ref. No.	Aircraft Type	MSN	Reg. No.	Lease Documents
106.	CRJ-200LR	7860	N206PS	Lease Agreement (US Airways, Inc. N206PS) dated as of October 30, 2003 between Wells Fargo Bank Northwest, National Association, as Owner Trustee, as Lessor, and U.S. Airways, Inc., as Lessee, incorporating the provisions of the US Airways, Inc. Amended and Restated Standard Terms Manual--Single-Investor Lease dated May 28, 2004
107.	CRJ-200LR	7873	N207PS	Lease Agreement (US Airways, Inc. N207PS) dated as of November 25, 2003 between Wells Fargo Bank Northwest, National Association, as Owner Trustee, as Lessor, and U.S. Airways, Inc., as Lessee, incorporating the provisions of the US Airways, Inc. Amended and Restated Standard Terms Manual--Single-Investor Lease dated May 28, 2004
108.	CRJ-200LR	7879	N213PS	Lease Agreement (US Airways, Inc. N213PS) dated as of December 5, 2003 between Wells Fargo Bank Northwest, National Association, as Owner Trustee, as Lessor, and U.S. Airways, Inc., as Lessee, incorporating the provisions of the US Airways, Inc. Amended and Restated Standard Terms Manual--Single-Investor Lease dated May 28, 2004
109.	CRJ-200LR	7882	N216PS	Lease Agreement (US Airways, Inc. N216PS) dated as of December 17, 2003 between Wells Fargo Bank Northwest, National Association, as Owner Trustee, as Lessor, and U.S. Airways, Inc., as Lessee, incorporating the provisions of the US Airways, Inc. Amended and Restated Standard Terms Manual--Single-Investor Lease dated May 28, 2004
110.	CRJ-200LR	7885	N218PS	Lease Agreement (US Airways, Inc. N218PS) dated as of January 7, 2004 between Wells Fargo Bank Northwest, National Association, as Owner Trustee, as Lessor, and U.S. Airways, Inc., as Lessee, incorporating the provisions of the US Airways, Inc. Amended and Restated Standard Terms Manual--Single-Investor Lease dated May 28, 2004
111.	CRJ-200LR	7889	N221PS	Lease Agreement (US Airways, Inc. N221PS) dated as of January 21, 2004 between Wells Fargo Bank Northwest, National Association, as Owner Trustee, as Lessor, and U.S. Airways, Inc., as Lessee, incorporating the provisions of the US Airways, Inc. Amended and Restated Standard Terms Manual--Single-Investor Lease dated May 28, 2004
112.	CRJ-200LR	7892	N223JS	Lease Agreement (US Airways, Inc. N223JS) dated as January 27, 2004 between Wells Fargo Bank Northwest, National Association, as Owner Trustee, as Lessor, and U.S. Airways, Inc., as Lessee, incorporating the provisions of the US Airways, Inc. Amended and Restated Standard Terms Manual--Single-Investor Lease dated May 28, 2004
113.	CRJ-200LR	7897	N228PS	Lease Agreement (US Airways, Inc. N228PS) dated as of January 27, 2004 between Wells Fargo Bank Northwest, National Association, as Owner Trustee, as Lessor, and U.S. Airways, Inc., as Lessee, incorporating the provisions of the US Airways, Inc. Amended and Restated Standard Terms Manual--Single-Investor Lease dated May 28, 2004

11

Ref. No.	Aircraft Type	MSN	Reg. No.	Lease Documents
114.	CRJ-200LR	7898	N229PS	Lease Agreement (US Airways, Inc. N229PS) dated as of January 29, 2004 between Wells Fargo Bank Northwest, National Association, as Owner Trustee, as Lessor, and U.S. Airways, Inc., as Lessee, incorporating the provisions of the US Airways, Inc. Amended and Restated Standard Terms Manual--Single-Investor Lease dated May 28, 2004
115.	CRJ-200LR	7906	N237PS	Lease Agreement (US Airways, Inc. N237PS) dated as of March 8, 2004 between Wells Fargo Bank Northwest, National Association, as Owner Trustee, as Lessor, and U.S. Airways, Inc., as Lessee, incorporating the provisions of the US Airways, Inc. Amended and Restated Standard Terms Manual--Single-Investor Lease dated May 28, 2004
116.	CRJ-200LR	7909	N241PS	Lease Agreement (US Airways, Inc. N241PS) dated as of April 1, 2004 between Wells Fargo Bank Northwest, National Association, as Owner Trustee, as Lessor, and U.S. Airways, Inc., as Lessee, incorporating the provisions of the US Airways, Inc. Amended and Restated Standard Terms Manual--Single-Investor Lease dated May 28, 2004
117.	CRJ-200LR	7911	N242JS	Lease Agreement (US Airways, Inc. N242JS) dated as of April 5, 2004 between Wells Fargo Bank Northwest, National Association, as Owner Trustee, as Lessor, and U.S. Airways, Inc., as Lessee, incorporating the provisions of the US Airways, Inc. Amended and Restated Standard Terms Manual--Single-Investor Lease dated May 28, 2004
118.	CRJ-200LR	7919	N245PS	Lease Agreement (US Airways, Inc. N245PS) dated as of April 14, 2004 between Wells Fargo Bank Northwest, National Association, as Owner Trustee, as Lessor, and U.S. Airways, Inc., as Lessee, incorporating the provisions of the US Airways, Inc. Amended and Restated Standard Terms Manual--Single-Investor Lease dated May 28, 2004
119.	CRJ-200LR	7920	N246PS	Amended and Restated Lease Agreement (US Airways, Inc. N246PS) dated as of September 23, 2005 between AFS Investments 71 LLC, as Lessor, and U.S. Airways, Inc., as Lessee, incorporating the provisions of the US Airways, Inc. Amended and Restated Standard Terms Manual--Single-Investor Lease dated May 28, 2004
120.	CRJ-200LR	7925	N248PS	Amended and Restated Lease Agreement (US Airways, Inc. N248PS) dated as of September 23, 2005 between AFS Investments 71 LLC, as Lessor, and U.S. Airways, Inc., as Lessee, incorporating the provisions of the US Airways, Inc. Amended and Restated Standard Terms Manual--Single-Investor Lease dated May 28, 2004
121.	CRJ-200LR	7926	N249PS	Amended and Restated Lease Agreement (US Airways, Inc. N249PS) dated as of September 23, 2005 between AFS Investments 71 LLC, as Lessor, and U.S. Airways, Inc., as Lessee, incorporating the provisions of the US Airways, Inc. Amended and Restated Standard Terms Manual--Single-Investor Lease dated May 28, 2004
122.	CRJ-200LR	7931	N251PS	Amended and Restated Lease Agreement (US Airways, Inc. N251PS) dated as of September 23, 2005 between AFS Investments 71 LLC, as Lessor, and U.S. Airways, Inc., as Lessee, incorporating the provisions of the US Airways, Inc. Amended and Restated Standard Terms Manual--Single-Investor Lease dated May 28, 2004

12

Ref. No.	Aircraft Type	MSN	Reg. No.	Lease Documents
123.	CRJ-200LR	7937	N256PS	Amended and Restated Lease Agreement (US Airways, Inc. N256PS) dated as of September 23, 2005 between AFS Investments 71 LLC, as Lessor, and U.S. Airways, Inc., as Lessee, incorporating the provisions of the US Airways, Inc. Amended and Restated Standard Terms Manual--Single-Investor Lease dated May 28, 2004
124.	CRJ-200LR	7941	N258PS	Amended and Restated Lease Agreement (US Airways, Inc. N258PS) dated as of September 23, 2005 between AFS Investments 71 LLC, as Lessor, and U.S. Airways, Inc., as Lessee, incorporating the provisions of the US Airways, Inc. Amended and Restated Standard Terms Manual--Single-Investor Lease dated May 28, 2004
125.	CRJ-200LR	7945	N259PS	Amended and Restated Lease Agreement (US Airways, Inc. N259PS) dated as of September 23, 2005 between AFS Investments 71 LLC, as Lessor, and U.S. Airways, Inc., as Lessee, incorporating the provisions of the US Airways, Inc. Amended and Restated Standard Terms Manual--Single-Investor Lease dated May 28, 2004
126.	CRJ-200LR	7959	N261PS	Amended and Restated Lease Agreement (US Airways, Inc. N261PS) dated as of September 23, 2005 between AFS Investments 71 LLC, as Lessor, and U.S. Airways, Inc., as Lessee, incorporating the provisions of the US Airways, Inc. Amended and Restated Standard Terms Manual--Single-Investor Lease dated May 28, 2004
127.	CRJ-200LR	7962	N262PS	Amended and Restated Lease Agreement (US Airways, Inc. N262PS) dated as of September 23, 2005 between AFS Investments 71 LLC, as Lessor, and U.S. Airways, Inc., as Lessee, incorporating the provisions of the US Airways, Inc. Amended and Restated Standard Terms Manual--Single-Investor Lease dated May 28, 2004
128.	CRJ-700LR	10150	N706PS	Amended and Restated Lease Agreement (US Airways, Inc. N706PS) dated as of September 23, 2005 between AFS Investments 71 LLC, as Lessor, and U.S. Airways, Inc., as Lessee, incorporating the provisions of the US Airways, Inc. Amended and Restated Standard Terms Manual--Single-Investor Lease dated May 28, 2004
129.	CRJ-700LR	10165	N709PS	Amended and Restated Lease Agreement (US Airways, Inc. N709PS) dated as of September 23, 2005 between AFS Investments 68 LLC, as Lessor, and U.S. Airways, Inc., as Lessee, incorporating the provisions of the US Airways, Inc. Amended and Restated Standard Terms Manual--Single-Investor Lease dated May 28, 2004
130.	CRJ-700LR	10167	N710PS	Amended and Restated Lease Agreement (US Airways, Inc. N710PS) dated as of September 23, 2005 between AFS Investments 68 LLC, as Lessor, and U.S. Airways, Inc., as Lessee, incorporating the provisions of the US Airways, Inc. Amended and Restated Standard Terms Manual--Single-Investor Lease dated May 28, 2004
131.	CRJ-700LR	10168	N712PS	Amended and Restated Lease Agreement (US Airways, Inc. N712PS) dated as of September 23, 2005 between AFS Investments 68 LLC, as Lessor, and U.S. Airways, Inc., as Lessee, incorporating the provisions of the US Airways, Inc. Amended and Restated Standard Terms Manual--Single-Investor Lease dated May 28, 2004
132.	CRJ-700LR	10171	N716PS	Amended and Restated Lease Agreement (US Airways, Inc. N716PS) dated as of September 23, 2005 between AFS Investments 68 LLC, as Lessor, and U.S. Airways, Inc., as Lessee, incorporating the provisions of the US Airways, Inc. Amended and Restated Standard Terms Manual--Single-Investor Lease dated May 28, 2004
133.	CRJ-700LR	10177	N719PS	Amended and Restated Lease Agreement (US Airways, Inc. N719PS) dated as of September 23, 2005 between AFS Investments 68 LLC, as

13

Ref. No.	Aircraft Type	MSN	Reg. No.	Lease Documents
				Lessor, and U.S. Airways, Inc., as Lessee, incorporating the provisions of the US Airways, Inc. Amended and Restated Standard Terms Manual--Single-Investor Lease dated May 28, 2004
134.	CRJ-700LR	10178	N720PS	Amended and Restated Lease Agreement (US Airways, Inc. N720PS) dated as of September 23, 2005 between AFS Investments 68 LLC, as Lessor, and U.S. Airways, Inc., as Lessee, incorporating the provisions of the US Airways, Inc. Amended and Restated Standard Terms Manual--Single-Investor Lease dated May 28, 2004
				Virgin America
135.	A320-200	4448	N835VA	Aircraft Lease Agreement dated as of March 17, 2010 between AFS Investments 52 LLC, as Lessor, and Virgin America Inc., as Lessee, incorporating the provisions of the Aircraft Lease Common Terms Agreement dated as of August 7, 2007 between Aviation Financial Services LLC (now NAS Holdings LLC) and Virgin America Inc., as Lessee
136.	A320-200	4480	N836VA	Aircraft Lease Agreement dated as of March 17, 2010 between AFS Investments 52 LLC, as Lessor, and Virgin America Inc., as Lessee, incorporating the provisions of the Aircraft Lease Common Terms Agreement dated as of August 7, 2007 between Aviation Financial Services LLC (now NAS Holdings LLC) and Virgin America Inc., as Lessee
137.	A320-200	4559	N838VA	Aircraft Lease Agreement dated as of March 17, 2010 between AFS Investments 56 LLC, as Lessor, and Virgin America Inc., as Lessee, incorporating the provisions of the Aircraft Lease Common Terms Agreement dated as of August 7, 2007 between Aviation Financial Services LLC (now NAS Holdings LLC) and Virgin America Inc., as Lessee

14

EXHIBIT A-1
AIRCRAFT MORTGAGE AND SECURITY AGREEMENT

FORM OF COLLATERAL SUPPLEMENT

Wells Fargo Bank Northwest, N.A., as the Security Trustee
260 North Charles Lindbergh Drive
Salt Lake City, Utah 84116
Attention: Corporate Trust Services

[Date]

          Re: Aircraft Mortgage and Security Agreement, dated as of December __, 2012

Ladies and Gentlemen:

          Reference is made to the Aircraft Mortgage and Security Agreement, dated as of December __, 2012 (the “Aircraft Mortgage and Security Agreement”), among the INITIAL GRANTORS party thereto, and the ADDITIONAL GRANTORS who become grantors under the Aircraft Mortgage and Security Agreement from time to time (together, the “Grantors”) and WELLS FARGO BANK NORTHWEST, N.A., a national banking association, as the Security Trustee. [INSERT IF APPLICABLE: The “Trust Agreement” is that certain Trust Agreement [insert descriptors, if any] dated as of [*] between the Owner Trustee referred to on the signature pages hereof and the owner participant party thereto.] Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in the Aircraft Mortgage and Security Agreement.

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

          The undersigned Grantor hereby confirms that the property described in the attached Annex I (other than Excluded Property) (the “Supplementary Collateral”) constitutes part of the Collateral and all action constituting Express Perfection Requirements with respect to the Supplementary Collateral required under the Aircraft Mortgage and Security Agreement to be accomplished by the undersigned Grantor prior to the execution and delivery hereof have been accomplished. The undersigned Grantor hereby makes each representation and warranty set forth in Section 2.03 of the Aircraft Mortgage and Security Agreement (as supplemented and amended by the attached Annex I).

          Attached as Annex I hereto is a duly completed description of [each of the Aircraft Objects] [the Lease] constituting part of the Supplementary Collateral. Schedules I [, III, IV]¹ and VI of the Aircraft Mortgage and Security Agreement are hereby supplemented and amended as set forth in Annex I hereto.

¹ Include as applicable.

Exh. A-1-1

          This Collateral Supplement and any claim, controversy or dispute arising under or related to this Collateral Supplement, and all issues concerning the relationship of the parties hereto and the enforcement of the rights and duties of the parties hereto, will be governed by, and construed in accordance with, the laws of the State of New York (without reference to conflict of laws principles (with the exception of 5-1401 and 5-1402 of the New York General Obligations Law).

Very truly yours,

[_________________] [INSERT IF APPLICABLE: , not
in its individual capacity, but solely as Owner Trustee
under the Trust Agreement]

By:
	Name:
	Title:

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

WELLS FARGO BANK NORTHWEST, N.A.,
not in its individual capacity, but
solely as the Security Trustee

By:
	Name:
	Title:

Exh. A-1-2

ANNEX I
COLLATERAL SUPPLEMENT

[AIRCRAFT OBJECTS]

Airframe
MSN Airframe
Manufacturer and
Model Engine MSNs Engine
Manufacturer
and Model Owned By

[LEASE]

Exh. A-1-3

EXHIBIT A-2
AIRCRAFT MORTGAGE AND SECURITY AGREEMENT

FORM OF GRANTOR SUPPLEMENT

WELLS FARGO BANK NORTHWEST, N.A., as the Security Trustee
260 North Charles Lindbergh Drive
Salt Lake City, Utah 84116
Attention: Corporate Trust Services

[Date]

          Re: Aircraft Mortgage and Security Agreement, dated as of December __, 2012

Ladies and Gentlemen:

          Reference is made to the Aircraft Mortgage and Security Agreement, dated as of December __, 2012 (the “Aircraft Mortgage and Security Agreement”), among the INITIAL GRANTORS party thereto and the ADDITIONAL GRANTORS who become grantors under the Aircraft Mortgage and Security Agreement from time to time (together, the “Grantors”) and WELLS FARGO BANK NORTHWEST, N.A., a national banking association, as the Security Trustee. [INSERT IF APPLICABLE: The “Trust Agreement” is that certain Trust Agreement [insert descriptors, if any] dated as of [*] between the Owner Trustee referred to on the signature pages hereof and the owner participant party thereto.] Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in the Aircraft Mortgage and Security Agreement.

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

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

          (a) all of such Grantor’s right, title and interest in and to (i) each Pool Aircraft Owned by it, including the Airframe and Engines of such Pool Aircraft as the same is now and will hereafter be constituted, and in the case of such Engines, whether or not any such Engine shall be installed in or attached to such Airframe or any other airframe, together with (ii) all Parts of the Aircraft of whatever nature, which are from time to time included within the definitions of “Airframe” or “Engines”, including all substitutions, renewals and replacements of and additions, improvements, accessions and accumulations to the Airframe and Engines (other than additions, improvements, accessions and accumulations which constitute appliances, parts, instruments, appurtenances, accessories, furnishings or other equipment excluded from the definition of Parts), (iii) all Aircraft Documents and (iv) any money or non-money proceeds of

Exh. A-2-1

the Airframe or an Engine of a Pool Aircraft Owned by it arising from the total or partial loss or destruction of such Airframe or Engine or its total or partial confiscation, condemnation or requisition up to the amount of hull insurance in respect of such Pool Aircraft required to be carried under the Aircraft Mortgage and Security Agreement;

          (b) all of such Grantor’s right, title and interest in and to all Leases or Intermediate Leases to which such Grantor is or may from time to time be party with respect to the Pool Aircraft together with all Related Collateral Documents in respect thereof (all such Leases, Intermediate Leases and Related Collateral Documents, the “Assigned Leases”), including without limitation (i) all rights of such Grantor to receive moneys due and to become due under or pursuant to such Assigned Leases, (ii) all rights of such Grantor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to any such Assigned Lease up to the amount of hull insurance in respect of the Pool Aircraft subject to such Assigned Lease required to be carried under the Aircraft Mortgage and Security Agreement, (iii) claims of such Grantor for damages arising out of or for breach or default under such Assigned Leases and (iv) the right of such Grantor to terminate such Assigned Leases and to compel performance of, and otherwise to exercise all remedies under, any Assigned Lease, whether arising under such Assigned Leases or by statute or at law or in equity (the “Lease Collateral”);

          (c) all of such Grantor’s right, title and interest in and to the personal property identified as subject to the Lien of the Aircraft Mortgage and Security Agreement in this Grantor Supplement or a Collateral Supplement executed and delivered by such Grantor to the Security Trustee;

          (d) all of such Grantor’s right, title and interest in and to the Cash Collateral Account and all funds, cash, investment property, investments, securities, instruments or other property (including all “financial assets” within the meaning of Section 8-102(a)(9) of the UCC) at any time or from time to time credited to any such account (collectively, the “Account Collateral”); and

          (e) all proceeds of any and all of the foregoing Supplementary Collateral;

provided that the Supplementary Collateral shall not include any Excluded Property.

          TO HAVE AND TO HOLD the Supplemental Collateral unto the Security Trustee, and its successors and assigns, as security for the Secured Obligations, and subject to the terms and provisions set forth in the Aircraft Mortgage and Security Agreement.

          The undersigned Grantor hereby makes each representation and warranty set forth in Section 2.03 of the Aircraft Mortgage and Security Agreement (as supplemented and amended by the attached Annexes), hereby confirms that all requirements of the Aircraft Mortgage and Security Agreement constituting Express Perfection Requirements with respect to the Supplementary Collateral required under the Aircraft Mortgage and Security Agreement to be accomplished by the undersigned Grantor prior to the execution and delivery hereof have been accomplished, and hereby agrees that the foregoing Supplementary Collateral is “Collateral” as defined in the Aircraft Mortgage and Security Agreement and agrees to be bound as a Grantor by all of the terms and provisions of the Aircraft Mortgage and Security Agreement. Each reference

Exh. A-2-2

in the Aircraft Mortgage and Security Agreement to the Assigned Leases, the Lease Collateral and the Account Collateral shall be construed to include a reference to the corresponding Supplementary Collateral hereunder.

          Attached are (i) as Annex I, a duly completed description of each of the Aircraft Objects constituting part of the Supplementary Collateral, (ii) as Annex II, a list of the Assigned Leases constituting part of the Supplementary Collateral, (iii) as Annex III, a list of any trade names applicable to the undersigned Grantor and (iv) as Annex IV, the “location” (for purposes of Section 9-307 of the UCC) of the undersigned Grantor. Schedules I [, III, IV]² and VI of the Aircraft Mortgage and Security Agreement are hereby supplemented and amended as set forth in such Annexes.

[Signature Page Follows]

² Include as applicable.

Exh. A-2-3

          This Grantor Supplement and any claim, controversy or dispute arising under or related to this Grantor Supplement, and all issues concerning the relationship of the parties hereto and the enforcement of the rights and duties of the parties hereto, will be governed by, and construed in accordance with, the laws of the State of New York (without reference to conflict of laws principles (with the exception of 5-1401 and 5-1402 of the New York General Obligations Law)).

Very truly yours,

[NAME OF GRANTOR] [INSERT IF APPLICABLE: , not
in its individual capacity, but solely as Owner Trustee
under the Trust Agreement]

By:
	Name:
	Title:

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

WELLS FARGO BANK NORTHWEST, N.A.,
not in its individual capacity, but solely as the Security Trustee

By:
	Name:
	Title:

Exh. A-2-4

ANNEX I
GRANTOR SUPPLEMENT

AIRCRAFT OBJECTS

Airframe
MSN Airframe
Manufacturer and
Model Engine MSNs Engine
Manufacturer
and Model Owned By

Exh. A-2-5

ANNEX II
GRANTOR SUPPLEMENT

ASSIGNED LEASES

Exh. A-2-6

ANNEX III
GRANTOR SUPPLEMENT

TRADE NAMES

Exh. A-2-7

ANNEX IV
GRANTOR SUPPLEMENT

Name of Grantor (or owner
trustee of Grantor if an Owner
Trust) “location” (for purposes of Section 9-307 of the UCC)
and Organizational ID (if applicable)

Exh. A-2-8

EXHIBIT B
AIRCRAFT MORTGAGE AND SECURITY AGREEMENT

FORM OF FAA AIRCRAFT MORTGAGE

FAA AIRCRAFT MORTGAGE (MSN [_____])

          THIS FAA AIRCRAFT MORTGAGE (MSN [_____]) (this “Agreement”) dated as of [__________], is made by and between [_____], [INSERT IF APPLICABLE: not in its individual capacity, but solely as Owner Trustee under the Trust Agreement (as defined below),] as grantor (the “Grantor”), and WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, a national banking association, as the Security Trustee (the “Security Trustee”) under the Aircraft Mortgage and Security Agreement (the “Aircraft Mortgage”), dated as of December [____], 2012, among the initial grantors party thereto and the additional grantors referred to therein, as the grantors, and WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, as the Security Trustee. [INSERT IF APPLICABLE: The “Trust Agreement” is that certain Trust Agreement [insert descriptors, if any] dated as of [____] between such Owner Trustee and the owner participant party thereto.] Capitalized terms used and not defined herein are used as defined in Appendix A hereto.

W I T N E S S E T H:

          WHEREAS, General Electric Capital Corporation (“GE Capital”), the Security Trustee and The Bank of New York Mellon, as Trustee, have entered into the Indenture, pursuant to which GE Capital will issue the Secured Notes thereunder; and

          WHEREAS, the Grantor and the Security Trustee have entered into the Aircraft Mortgage in order to secure the payment and performance of all Secured Obligations of GE Capital under the Indenture and the Secured Notes; and

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

          NOW, THEREFORE, in order to secure the prompt payment and performance of all the Secured Obligations, the Grantor and the Security Trustee hereby agree as follows:

1. SECURITY INTEREST.

          The Grantor does hereby assign as security and grant a first priority security interest to the Security Trustee, for the benefit of the Secured Parties, in and to the following property (collectively, the “Mortgage Collateral”) attaching on the date of this Agreement:

                    (a) all of the Grantor’s right, title and interest in and to (i) the Aircraft, including the Airframe and Engines as the same is now and will hereafter be constituted, and in the case of such Engines, whether or not any such Engine shall be installed in or attached to the Airframe or any other airframe, together with (ii) all Parts of the Aircraft of whatever nature,

Exh. B-1

which are from time to time included within the definitions of “Airframe” or “Engines”, including all substitutions, renewals and replacements of and additions, improvements, accessions and accumulations to the Airframe and Engines (other than additions, improvements, accessions and accumulations which constitute appliances, parts, instruments, appurtenances, accessories, furnishings or other equipment excluded from the definition of Parts), (iii) all Aircraft Documents and (iv) any money or non-money proceeds of the Airframe or an Engine of the Aircraft arising from the total or partial loss or destruction of the Airframe or an Engine or its total or partial confiscation, condemnation or requisition up to the amount of hull insurance in respect of the Aircraft required to be carried under the Aircraft Mortgage; and

                    (b) all proceeds of any and all of the foregoing Mortgage Collateral;

provided that the Mortgage Collateral shall not include any Excluded Property.

          TO HAVE AND TO HOLD the Mortgage Collateral unto the Security Trustee, and its successors and assigns, as security for the Secured Obligations, and subject to the terms and provisions set forth in the Aircraft Mortgage.

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

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

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

          3.3 Governing Law. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT, AND ALL ISSUES CONCERNING THE RELATIONSHIP OF THE PARTIES HERETO AND THE ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES HERETO, WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT REFERENCE TO CONFLICT OF LAWS PRINCIPLES (WITH THE EXCEPTION OF SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW)).

Exh. B-2

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

[Remainder of page intentionally left blank]

Exh. B-3

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

GRANTOR:	[_____] [INSERT IF APPLICABLE: , not in
	its individual capacity, but solely as Owner
	Trustee under the Trust Agreement]

By:
	Name:
	Title:

SECURITY TRUSTEE:	WELLS FARGO BANK NORTHWEST,
	NATIONAL ASSOCIATION, not in its
	individual capacity but solely as Security
	Trustee

By:
	Name:
	Title:

Exh. B-4

APPENDIX A
FAA AIRCRAFT MORTGAGE

DEFINITIONS

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

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

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

“Aircraft Documents” means all technical data, manuals and log books, and all inspection, modification and overhaul records and other service, repair, maintenance and technical records in respect of the Aircraft that are owned by the Grantor and required pursuant to applicable law to be maintained with respect to the Aircraft, and such term shall include all additions, renewals, revisions and replacements of any such materials from time to time required to be made pursuant to applicable law, and in each case in whatever form and by whatever means or medium (including microfiche, microfilm, paper or computer disk) such materials may be maintained or retained by the relevant Lessee.

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

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

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

“Excluded Property” has the meaning specified in the Aircraft Mortgage.

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

“Indenture” has the meaning specified in the Aircraft Mortgage.

“Lease” means any lease agreement with respect to the Aircraft as may be in effect between the Grantor and a Lessee, as such agreement may be amended, modified, extended, supplemented, assigned or novated from time to time in accordance with the Aircraft Mortgage.

“Lessee” means the lessee under any Lease.

“Mortgage Collateral” has the meaning specified in Section 1 hereof.

“Part” has the meaning specified in the Aircraft Mortgage.

“Secured Obligations” has the meaning specified in the Aircraft Mortgage.

“Secured Parties” has the meaning specified in the Aircraft Mortgage.

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

Exh. B-5

SCHEDULE I
FAA AIRCRAFT MORTGAGE

MORTGAGE COLLATERAL³

          Airframe: one (1) [__________] Model [__________] (shown on the IR as __________) aircraft bearing manufacturer’s serial number [_____] and FAA registration number [_____].

          Engines: two (2) [__________] Model [__________] aircraft engines bearing manufacturer’s serial numbers [_____] and [_____] respectively (shown on the IR as __________ [bearing manufacturer’s serial numbers ___________ and ____________]) (each of which engines has 550 or more rated takeoff horsepower or the equivalent thereof).

³ The description of the Mortgage Collateral may be revised as appropriate by FAA/IR counsel.

Exh. B-6

EXHIBIT C
AIRCRAFT MORTGAGE AND SECURITY AGREEMENT

FORM OF FAA AIRCRAFT MORTGAGE AND LEASE SECURITY ASSIGNMENT

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

          THIS FAA AIRCRAFT MORTGAGE AND LEASE SECURITY ASSIGNMENT (MSN [_____]) (this “Agreement”) dated as of [__________], is made by and between [_____], [INSERT IF APPLICABLE: not in its individual capacity, but solely as Owner Trustee under the Trust Agreement (as defined below),] as grantor (the “Grantor”), and WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, a national banking association, as the Security Trustee (the “Security Trustee”) under the Aircraft Mortgage and Security Agreement (the “Aircraft Mortgage”), dated as of December __, 2012, among the initial grantors party thereto and the additional grantors referred to therein, as the grantors, and WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, as the Security Trustee. [INSERT IF APPLICABLE: The “Trust Agreement” is that certain Trust Agreement [insert descriptors, if any] dated as of [____] between such Owner Trustee and the owner participant party thereto.] Capitalized terms used and not defined herein are used as defined in Appendix A hereto.

W I T N E S S E T H:

          WHEREAS, General Electric Capital Corporation (“GE Capital”), the Security Trustee and The Bank of New York Mellon, as Trustee, have entered into the Indenture, pursuant to which GE Capital will issue the Secured Notes thereunder; and

          WHEREAS, the Grantor and the Security Trustee have entered into the Aircraft Mortgage in order to secure the payment and performance of all Secured Obligations of GE Capital under the Indenture and the Secured Notes; and

          WHEREAS, the Grantor has agreed to secure the Secured Obligations by granting to the Security Trustee for the benefit of the Secured Parties a security interest in its interest in the airframe (the “Airframe”) and engines (the “Engines”) described in Schedule I hereto (collectively, the “Aircraft”) and by granting to the Security Trustee a security interest in its rights under the lease agreement described in Schedule I hereto (the “Assigned Lease”)⁴ and on certain other property and rights relating thereto;⁵

          NOW, THEREFORE, in order to secure the prompt payment and performance of all the Secured Obligations, the Grantor and the Security Trustee hereby agree as follows:

⁴ [To be modified as applicable for multiple Aircraft and related lease security assignments.]

⁵ [To be modified as applicable for Engines and related Engine lease security assignment.]

Exh. C-1

1. SECURITY INTEREST.

          The Grantor does hereby assign as security and grant a first priority security interest to the Security Trustee, for the benefit of the Secured Parties, in the following property (collectively, the “Mortgage Collateral”) attaching on the date of this Agreement:

                    (a) all of the Grantor’s right, title and interest in and to (i) the Aircraft, including the Airframe and Engines as the same is now and will hereafter be constituted, and in the case of such Engines, whether or not any such Engine shall be installed in or attached to the Airframe or any other airframe, together with (ii) all Parts of the Aircraft of whatever nature, which are from time to time included within the definitions of “Airframe” or “Engines”, including all substitutions, renewals and replacements of and additions, improvements, accessions and accumulations to the Airframe and Engines (other than additions, improvements, accessions and accumulations which constitute appliances, parts, instruments, appurtenances, accessories, furnishings or other equipment excluded from the definition of Parts), (iii) all Aircraft Documents and (iv) any money or non-money proceeds of the Airframe or an Engine of the Aircraft arising from the total or partial loss or destruction of the Airframe or an Engine or its total or partial confiscation, condemnation or requisition up to the amount of hull insurance in respect of the Aircraft required to be carried under the Aircraft Mortgage;

                    (b) all of the Grantor’s right, title and interest in and to the Assigned Lease (including (i) all rights of the Grantor to receive moneys due and to become due under or pursuant to such Assigned Lease, (ii) all rights of the Grantor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to such Assigned Lease up to the amount of hull insurance in respect of the Aircraft required to be carried under the Aircraft Mortgage, (iii) claims of the Grantor for damages arising out of or for breach or default under such Assigned Lease, and (iv) the right of the Grantor to terminate such Assigned Lease and to compel performance of, and otherwise to exercise all remedies under, such Assigned Lease, whether arising under such Assigned Lease or by statute or at law or in equity (the “Lease Collateral”); and

                    (c) all proceeds of any and all of the foregoing Mortgage Collateral;

provided that the Mortgage Collateral shall not include any Excluded Property.

          TO HAVE AND TO HOLD the Mortgage Collateral unto the Security Trustee, and its successors and assigns, as security for the Secured Obligations, and subject to the terms and provisions set forth in the Aircraft Mortgage.

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

Exh. C-2

          3. MISCELLANEOUS

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

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

          3.3 Governing Law. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT, AND ALL ISSUES CONCERNING THE RELATIONSHIP OF THE PARTIES HERETO AND THE ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES HERETO, WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT REFERENCE TO CONFLICT OF LAWS PRINCIPLES (WITH THE EXCEPTION OF SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW)).

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

[Remainder of page intentionally left blank]

Exh. C-3

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

GRANTOR:	[_______] [INSERT IF APPLICABLE: , not in its individual capacity, but solely as Owner Trustee under the Trust Agreement]
	By:
		Name:
		Title:
SECURITY TRUSTEE:	WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, not in its individual capacity but solely as Security Trustee
	By:
		Name:
		Title:

Exh. C-4

APPENDIX A
FAA AIRCRAFT MORTGAGE AND LEASE SECURITY ASSIGNMENT

DEFINITIONS

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

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

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

“Aircraft Documents” means all technical data, manuals and log books, and all inspection, modification and overhaul records and other service, repair, maintenance and technical records in respect of the Aircraft that are owned by the Grantor required pursuant to applicable law to be maintained with respect to the Aircraft, and such term shall include all additions, renewals, revisions and replacements of any such materials from time to time required to be made pursuant to applicable law, and in each case in whatever form and by whatever means or medium (including microfiche, microfilm, paper or computer disk) such materials may be maintained or retained by the relevant Lessee.

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

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

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

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

“Excluded Property” has the meaning specified in the Aircraft Mortgage.

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

“Indenture” has the meaning specified in the Aircraft Mortgage.

“Lease” means any lease agreement with respect to the Aircraft as may be in effect between the Grantor and a Lessee, as such agreement may be amended, modified, extended, supplemented, assigned or novated from time to time in accordance with the Aircraft Mortgage.

“Lease Collateral” has the meaning specified in Section 1(b) of this Agreement.

“Lessee” means the lessee under any Lease.

“Mortgage Collateral” has the meaning specified in Section 1 hereof.

“Part” has the meaning specified in the Aircraft Mortgage.

“Secured Obligations” has the meaning specified in the Aircraft Mortgage.

“Secured Parties” has the meaning specified in the Aircraft Mortgage.

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

Exh. C-5

SCHEDULE I
FAA AIRCRAFT MORTGAGE AND LEASE SECURITY ASSIGNMENT

MORTGAGE COLLATERAL⁶

	Airframe: one (1) [__________] Model [__________] (shown on the IR as __________) aircraft bearing manufacturer’s serial no. [_____] and FAA registration number [_____].
	Engines: two (2) [__________] Model [__________] aircraft engines bearing manufacturer’s serial nos. [_____] and [_____] respectively (shown on the IR as __________ [bearing manufacturer’s serial numbers ___________ and ____________]) (each of which engines has 550 or more rated takeoff horsepower or the equivalent thereof).
	Assigned Lease: [Lease Agreement] dated [__________], between [__________] and [__________], which was recorded by the Federal Aviation Administration on [__________] and assigned Conveyance No. [__________].
6 The description of the Mortgage Collateral may be revised as appropriate by FAA/IR counsel.

Exh. C-6

EXHIBIT D
AIRCRAFT MORTGAGE AND SECURITY AGREEMENT

FORM OF FAA LEASE SECURITY ASSIGNMENT

FAA LEASE SECURITY ASSIGNMENT (MSN [_____])

          THIS FAA LEASE SECURITY ASSIGNMENT (MSN [_____]) (this “Agreement”) dated as of [__________], is made by and between [_____], [INSERT IF APPLICABLE: not in its individual capacity, but solely as Owner Trustee under the Trust Agreement (as defined below),] as grantor (the “Grantor”), and WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, a national banking association, as the Security Trustee (the “Security Trustee”) under the Aircraft Mortgage and Security Agreement (the “Aircraft Mortgage”), dated as of December __, 2012, among the initial grantors party thereto and the additional grantors referred to therein, as the grantors, and WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, as the Security Trustee. [INSERT IF APPLICABLE: The “Trust Agreement” is that certain Trust Agreement [insert descriptors, if any] dated as of [____] between such Owner Trustee and the owner participant party thereto.] Capitalized terms used and not defined herein are used as defined in Appendix A hereto.

W I T N E S S E T H:

          WHEREAS, General Electric Capital Corporation (“GE Capital”), the Security Trustee and The Bank of New York Mellon, as Trustee, have entered into the Indenture, pursuant to which GE Capital will issue the Secured Notes thereunder; and

          WHEREAS, the Grantor and the Security Trustee have entered into the Aircraft Mortgage in order to secure the payment and performance of all Secured Obligations of GE Capital under the Indenture and the Secured Notes; and

          WHEREAS, the Grantor has agreed to secure the Secured Obligations by granting to the Security Trustee a security interest in the lease agreement described on Schedule I hereto, and all amendments, supplements and schedules thereto (the “Assigned Lease”);⁷

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

          1. The Grantor hereby assigns as security and grants a first priority security interest to the Security Trustee, for its benefit and the benefit of the other Secured Parties, in all of the Grantor’s right, title and interest in and to:

          (a) the Assigned Lease, including (i) all rights of the Grantor to receive moneys due and to become due under or pursuant to such Assigned Lease, (ii) all rights of the Grantor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to such Assigned Lease up to the amount of hull insurance in respect of the Pool Aircraft (as more fully

⁷ [To be modified as applicable for an Engine lease security assignment.]

Exh. D-1

described in Schedule I hereto) subject to such Assigned Lease required to be carried under the Aircraft Mortgage, (iii) claims of the Grantor for damages arising out of or for breach or default under such Assigned Lease, and (iv) the right of the Grantor to terminate such Assigned Lease and to compel performance of, and otherwise to exercise all remedies under, such Assigned Lease, whether arising under such Assigned Lease or by statute or at law or in equity (the “Lease Collateral”); and

          (b) all proceeds of the foregoing

provided that the Lease Collateral and such proceeds shall not include any Excluded Property.

          TO HAVE AND TO HOLD the Lease Collateral unto the Security Trustee, and its successors and assigns, as security for the Secured Obligations, and subject to the terms and provisions set forth in the Aircraft Mortgage.

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

          3. MISCELLANEOUS

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

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

          3.3 Governing Law. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT, AND ALL ISSUES CONCERNING THE RELATIONSHIP OF THE PARTIES HERETO AND THE ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES HERETO, WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT REFERENCE TO CONFLICT OF LAWS PRINCIPLES (WITH THE EXCEPTION OF SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW)).

Exh. D-2

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

[The remainder of this page is intentionally blank.]

Exh. D-3

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

GRANTOR:
[_______] [INSERT IF APPLICABLE: , not in its individual capacity, but solely as Owner Trustee under the Trust Agreement]
By:
	Name:
	Title:
SECURITY TRUSTEE:
WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, not in its individual capacity but solely as Security Trustee
By:
	Name:
	Title:

Exh. D-4

APPENDIX A
FAA LEASE SECURITY ASSIGNMENT

DEFINITIONS

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

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

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

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

“Excluded Property” has the meaning specified in the Aircraft Mortgage.

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

“Indenture” has the meaning specified in the Aircraft Mortgage.

“Lease Collateral” has the meaning specified in Section 1(a) of this Agreement.

“Pool Aircraft” means the aircraft referred to in Schedule I to this Agreement.

“Secured Obligations” has the meaning specified in the Aircraft Mortgage.

“Secured Parties” has the meaning specified in the Aircraft Mortgage.

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

Exh. D-5

Schedule I

TO FAA LEASE SECURITY ASSIGNMENT (MSN [_____])

DESCRIPTION OF ASSIGNED LEASE ⁸

Assigned Lease: [Lease Agreement] dated [__________], between [__________] and [__________], which was recorded by the Federal Aviation Administration on [__________] and assigned Conveyance No. [__________].

[Aircraft/Engines]

⁸ The description of the Assigned Lease may be revised as appropriate by FAA/IR counsel.

Exh. D-6

EXHIBIT E-1
AIRCRAFT MORTGAGE AND SECURITY AGREEMENT

NOTICE OF SECURITY
ASSIGNMENT [AND AGREEMENT OF QUIET ENJOYMENT]

From:	[[INSERT NAME OF OWNER TRUSTEE], not in its individual capacity, but solely as Owner Trustee under each of the Trust Agreements listed on Schedule 1 (in each such capacity, a “Lessor”)]
	[Each of the entities identified as a “Lessor” on Schedule 1 (each a “Lessor”)]
	Wells Fargo Bank Northwest, National Association, as Security Trustee (the “Security Trustee”)
To:	[NAME OF AIRLINE] (“Lessee”)
Date:	[_______________]
Re:	Each [Aircraft] Lease Agreement between Lessee and a Lessor described on Schedule 1 attached to this Notice (as amended, supplemented or otherwise modified, each a “Lease”) relating to the corresponding aircraft listed on Schedule 1 (each an “Aircraft” and collectively, the “Aircraft”)
Ladies and Gentlemen:9
A.	Each Lessor hereby gives you the following notice and related instructions:
	(i) by that certain Aircraft Mortgage and Security Agreement (the “Aircraft Mortgage”), dated as of December __, 2012, and made between the parties named therein including such Lessor and the Security Trustee, such Lessor has granted a security interest in the Aircraft to the Security Trustee and assigned to the Security Trustee, by way of security, all its right, title and interest in and to each Lease between you and such Lessor and the proceeds thereof (the “Security Assignment”), which security secures repayment of certain notes issued by General Electric Capital Corporation under an indenture with the indenture trustee described below;
	(ii) [notwithstanding anything to the contrary in any Lease,] each of the Security Trustee and The Bank of New York Mellon, as indenture trustee for the holders of notes issued by General Electric Capital Corporation, [(i) is a [Financing Parties’ Representative (to be revised as required to conform to defined terms and Sections, if relevant, in each Lease)], as defined in each of the Leases, and (ii) notwithstanding anything to the contrary in any Lease,] must be included as an [Indemnitee] (to be revised as required to conform to defined terms and Sections, if relevant, in each Lease) and

⁹ Brackets indicate optional provisions. Plural references may be modified to singular as needed when the document is used with regard to a single lease.

Exh. E-1-1

added as an additional insured on all liability policies of insurance required to be maintained by Lessee pursuant to each of the Leases; please furnish the Security Trustee with a copy of an insurance certificate with respect to each of the Leases reflecting the foregoing additions;

          (iii) if the Security Trustee issues to you a notice that an enforcement event has occurred under and in accordance with the Aircraft Mortgage and that the Security Trustee instructs you as follows (a “Payments Notice”), you are hereby instructed: (a) to pay all rentals and any and all other amounts payable by you under the applicable Leases to the bank account specified by the Security Trustee in the Payments Notice; and (b) to name the Security Trustee, in place of each Lessor, as loss payee under all policies of hull insurance and spare parts insurance required to be maintained by Lessee pursuant to each of the Leases, and to furnish the Security Trustee with a copy of an insurance certificate with respect to each of the Leases reflecting such revisions;

          (iv) if the Security Trustee issues to you a notice that an enforcement event has occurred under and in accordance with the Aircraft Mortgage and that the Security Trustee is exercising directly the rights of each of the Lessors under the Leases (a “Lessor’s Rights Notice”), the Security Trustee shall thereafter be entitled to exercise all rights, remedies, powers and privileges of each of the Lessors under each of the Leases to the same extent as if it were named “Lessor” under each of the Leases, and you shall have no obligation to any Lessor, and shall not recognize the exercise by any Lessor of any of its rights and powers under any of the Leases, unless and until such Lessor’s Rights Notice is rescinded or withdrawn by the Security Trustee;

          (v) except to the extent provided in clauses (iii) and (iv) above, Lessee shall be entitled to deal exclusively with, and rely upon notices and other communications that it receives from, each Lessor as owner of each of the Aircraft and as “Lessor” under each of the Leases; and

          (vi) the instructions contained in this paragraph are irrevocable except pursuant to a notice to you from the Security Trustee.

B. In consideration of your providing the Acknowledgment requested below, the Security Trustee hereby joins in and agrees to be bound by the foregoing instructions of each of the Lessors, and further agrees with you as follows with respect to each Lease:

	(i) [Insert quiet enjoyment covenant from the Leases.]
	(ii) the Security Trustee agrees that any security interest the Security Trustee may have upon any Engine or Part (as such capitalized terms are defined in such Lease) will be released and discharged, without further act contemporaneously with title to such Engine or Part transferring to you pursuant to the terms of such Lease and further agrees to take such action as may be required of the Security Trustee pursuant to the terms of such Lease to evidence such release and discharge.
[NB: If any specific representations, acknowledgments or agreements are required by the terms of any Lease or otherwise required by a Lessee, they should be inserted, either as further

Exh. E-1-2

subparagraphs of Section B or as a new Section C, depending on whether coming from the Security Trustee or from the Lessor (or both).]

          Please acknowledge receipt of this notice to the Security Trustee and each Lessor on the enclosed Acknowledgment, it being provided hereby that your signature on such Acknowledgment shall confirm your acknowledgment of and agreement for the benefit of the Security Trustee that the Security Trustee shall not be bound by, nor have any liability to you for the performance of, any of the obligations of a Lessor under any Lease save and to the extent set forth above or otherwise expressly agreed in writing by the Security Trustee with you. You are hereby irrevocably authorized to assume the obligations expressed to be assumed by you under the enclosed Acknowledgment to the effect that, so far as the same would otherwise be incompatible with a Lease, your obligations to us under such Lease shall be modified accordingly.

          This notice shall be governed by and construed in accordance with the law governing each of the Leases.

Very truly yours,

[INSERT NAME OF OWNER TRUSTEE], not in its individual capacity, but solely as Owner Trustee under each Trust Agreement listed on Schedule 1

[NB: If separate corporate or LLC Lessors, insert a separate signature block for each entity.]

By:

Name:

Title:

WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, not in its individual capacity but solely as Security Trustee

By:

Name:

Title:

Exh. E-1-3

Schedule 1

Aircraft
Model Aircraft
MSN Aircraft
Reg. No. Lessor [Trust
Agreement
] Lease

Exh. E-1-4

EXHIBIT E-2
AIRCRAFT MORTGAGE AND SECURITY AGREEMENT

FORM OF LESSEE ACKNOWLEDGMENT

From:	[LESSEE] (the “Lessee”)
To:	WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, as Security Trustee (the “Security Trustee”)
	[[INSERT NAME OF OWNER TRUSTEE], not in its individual capacity, but solely as Owner Trustee under each of the Trust Agreements listed on Schedule 1 to the Assignment Notice (as defined below) (in each such capacity, a “Lessor”)]
	[Each of the entities identified as a “Lessor” on Schedule 1 to the Assignment Notice (as defined below) (each a “Lessor”)]

Date:

Ladies and Gentlemen:

We acknowledge receipt of a Notice of Security Assignment and Agreement of Quiet Enjoyment dated ________, 20__ (the “Assignment Notice”), relating to the assignment by each Lessor to the Security Trustee by way of security of each of the [Aircraft] Lease Agreements entered into between Lessee and such Lessor described on Schedule 1 to the Assignment Notice (as amended, supplemented and modified, collectively the “Leases”) relating to the corresponding aircraft listed on Schedule 1 to the Assignment Notice pursuant to the Aircraft Mortgage. Any and all initially capitalized terms used herein shall have the meanings ascribed thereto in the Assignment Notice, unless specifically defined herein.

We acknowledge that each Lessor has advised us that the intent and effect of the Security Assignment is to assign by way of security to the Security Trustee all rights, title and interest of such Lessor under the Lease(s) to which it is a party. In consideration of the provision of the quiet enjoyment undertaking set forth in the Assignment Notice and the payment to us of US$1, receipt of which we hereby acknowledge, we hereby agree as follows:

1.	We will comply with the provisions of the Assignment Notice.
2.	This Acknowledgment shall be governed by and construed in accordance with the law governing each of the Leases.

Delivery of an executed signature page of this Acknowledgment by telecopy or e-mail will be effective as delivery of a manually executed signature page of such acknowledgment. This Acknowledgment may be executed in one or more counterparts, each of which will be deemed to be an original and all of which together will be deemed to be on and the same instrument.

Exh. E-2-1

Very truly yours,

[LESSEE]

By:

Name:

Title:

Exh. E-2-2

EXHIBIT F
AIRCRAFT MORTGAGE AND SECURITY AGREEMENT

FORM OF ACCOUNT CONTROL AGREEMENT

ACCOUNT CONTROL AGREEMENT

[●],[●]

[Securities Intermediary]

Whereas, [●] (“Pledgor”) has granted to Wells Fargo Bank Northwest, National Association, as Security Trustee (“Pledgee”), for the benefit of the Secured Parties, a security interest in Account number [●] (the “Cash Collateral Account”) held by [●] (the “Securities Intermediary”), together with all financial funds, investments, instruments, assets, investment property, securities, cash and other property now or hereafter held therein, and the proceeds thereof, including without limitation dividends payable in cash or stock and shares or other proceeds of conversions or splits of any securities in the Cash Collateral Account (collectively, the “Collateral”). Pledgor, Pledgee and the Securities Intermediary agree that the Cash Collateral Account is a “securities account” within the meaning of Article 8 of the Uniform Commercial Code of the State of New York (the “UCC”) and that all Collateral held in the Cash Collateral Account will be treated as a “financial asset” within the meaning of Section 8-102(a)(9) of the UCC.

Whereas, the grant of security interest described above is pursuant to that certain Aircraft Mortgage and Security Agreement dated as of December 12, 2012 among the Pledgor, the other grantors referred to therein, and the Pledgee (the “Security Agreement”) in order to secure the Secured Obligations of General Electric Capital Corporation (the “Issuer” ) under the Secured Notes.

[INSERT IF APPLICABLE: The “Trust Agreement” is that certain Trust Agreement [insert descriptors, if any] dated as of [*] between the Owner Trustee referred to on the signature pages hereof and the owner participant party thereto.]

Terms used but not defined herein shall have the meaning set forth in the Security Agreement.

In connection therewith, the parties hereto agree (which agreement by the Pledgor will be construed as instructions to the Securities Intermediary):

1. The Securities Intermediary is instructed to register the security interest on its books. Securities Intermediary shall hold all certificated securities that comprise all or part of the Collateral with proper endorsements to the Securities Intermediary or in blank, or will deliver possession of such certificated securities to the Pledgee. The Securities Intermediary acknowledges the security interest granted by the Pledgor in favor of the Pledgee in the Collateral.

Exh. F-1

2.	The Securities Intermediary represents, warrants and agrees that the Cash Collateral Account (i) has been established and is and will be maintained with the Securities Intermediary on its books and records and (ii) is and will be a “securities account” (as defined in Section 8-501(a) of the UCC) in respect of which (A) the Securities Intermediary is a “securities intermediary” (as defined in Section 8-102(a)(14) of the UCC), (B) the Pledgor is the “entitlement holder” (as defined in Section 8-102(a)(7) of the UCC) of the Cash Collateral Account subject to the “control” (as defined in Section 8-106 of the UCC) of the Pledgee, (C) the “securities intermediary’s jurisdiction” (as defined in Section 8-110(e) of the UCC) of the Securities Intermediary in respect of the Cash Collateral Account is New York and (D) all financial assets carried in the Cash Collateral Account will have been duly credited thereto in compliance with Section 8-501 of the UCC.
3.	The Securities Intermediary is instructed to deliver to the Pledgee copies of monthly statements on the Cash Collateral Account.
4.	The Cash Collateral Account will be styled: “[Grantor] Cash Collateral Account for Wells Fargo Bank Northwest, National Association, as Security Trustee”.
5.	All dividends, interest, gains and other profits with respect to the Cash Collateral Account will be reported in the name and tax identification number of the Pledgor.
6.	The Securities Intermediary may not, without the prior written consent of Pledgee, deliver, release or otherwise dispose of the Collateral or any interest therein unless the proceeds thereof are held or reinvested in the Cash Collateral Account as part of the Collateral or applied by Securities Intermediary to the satisfaction of an Unsubordinated Obligation (as defined below) owed to it. Except for such limitation and unless and until the Securities Intermediary receives and has a reasonable period of time to act upon written notice from the Pledgee in the form of Exhibit A hereto which states that Pledgee is exercising exclusive control over the Cash Collateral Account (a “Notice of Exclusive Control”), the Securities Intermediary shall comply with any investment orders or instructions from Pledgor or Issuer concerning the Cash Collateral Account. A Notice of Exclusive Control may be delivered by the Pledgee at any time upon the occurrence and continuance of an Enforcement Event (as defined in the Security Agreement), and shall designate the account, person or other location to which the financial assets in the Cash Collateral Account, and cash dividends, interest, income, earnings and other distributions received with respect thereto, shall thereafter be delivered. As between Pledgor and Pledgee, Pledgee agrees not to deliver a Notice of Exclusive Control until the occurrence of an Enforcement Event (as defined in the Security Agreement) that is continuing. For the avoidance of doubt, Securities Intermediary shall have no responsibility for monitoring or determining whether an Enforcement Event has occurred or is continuing.
7.	The Pledgor authorizes the Securities Intermediary, and the Securities Intermediary agrees, to comply with any entitlement order or instruction from Pledgee concerning the Cash Collateral Account, including an order or instruction directing sale, transfer (to the extent that the Collateral is transferable), release or redemption of all or part of the Collateral and the remittance of the proceeds thereof, if any, to Pledgee or as otherwise

Exh. F-2

	instructed by the Pledgee, without further consent by the Pledgor. Securities Intermediary shall have no responsibility or liability to Pledgor for complying with any order or instruction, whether oral or written, concerning the Cash Collateral Account, the Collateral, any interest therein, or the proceeds thereof originated by Pledgee and shall have no responsibility to investigate the appropriateness of any such order or instruction, even if Pledgor notifies Securities Intermediary that Pledgee is not legally entitled to originate any such order or instruction. Securities Intermediary shall have no responsibility or liability to Pledgee for complying with any order or instruction, whether oral or written, concerning the Cash Collateral Account, the Collateral, any interest therein, or the proceeds thereof originated by Pledgor except to the extent such compliance would cause Securities Intermediary to violate (i) paragraph 6 hereof or (ii) written orders or instructions previously received from Pledgee, including without limitation, a Notice of Exclusive Control, but only to the extent Securities Intermediary has had reasonable opportunity to act thereon. Securities Intermediary shall be able to rely upon any notice, order or instruction that it reasonably believes to be genuine. Securities Intermediary shall have no responsibility or liability to Pledgee with respect to the value of the Cash Collateral Account or any of the Collateral. This Agreement does not create any obligation or duty on the part of Securities Intermediary other than those expressly set forth herein.
8.	The Issuer agrees to indemnify and hold the Securities Intermediary, its directors, officers, employees, and agents harmless from and against any and all claims, causes of action, liabilities, losses, lawsuits, demands, damages, costs and expenses, including without limitation court costs and reasonable attorneys’ fees and expenses, that may arise out of or in connection with this Agreement or any action taken or not taken pursuant hereto, except to the extent caused by Securities Intermediary’s gross negligence or willful misconduct. The obligations of the Issuer set forth in this paragraph 8 shall survive the termination of this Agreement.
9.	The Securities Intermediary is instructed that the Cash Collateral Account is to remain a “cash account” within the meaning of Regulation T issued by the Board of Governors of the Federal Reserve System. The Securities Intermediary represents that it has not received notice regarding any lien, encumbrance or other claim to the Collateral or the Cash Collateral Account from any other person or entity and has not entered into an agreement with any third party to act on such third party’s instructions without further consent of the Pledgor. The Securities Intermediary further agrees not to enter into any such agreement with any third party.
10.	The Securities Intermediary subordinates to the lien and security interest of the Pledgee any right of setoff, encumbrance, security interest, lien or other claim that it may have against the Collateral, except for any lien, claim, encumbrance or right of set off against the Cash Collateral Account for (i) customary commissions and fees arising from permitted trading activity within the Cash Collateral Account, and (ii) payment owed to Securities Intermediary for open trade commitments for the purchase and/or sale of financial assets in and for the Cash Collateral Account (the “Unsubordinated Obligations”).

Exh. F-3

11.	To the extent a conflict exists between the terms of this Agreement and any account agreement between the Pledgor and the Securities Intermediary, the terms of this Agreement will control, provided that this Agreement shall not alter or affect any mandatory arbitration provision currently in effect between Securities Intermediary and Pledgor.
12.	The terms of this Agreement may not be modified except by a writing signed by all parties hereto.
13.	Securities Intermediary reserves the right, unilaterally, to terminate this Agreement, such termination to be effective thirty (30) days after written notice thereof is given to Pledgor and Pledgee. At the end of such thirty (30) day period, Securities Intermediary will deliver all assets held in the Cash Collateral Account to Pledgee unless Pledgee and Pledgor deliver joint instructions to Securities Intermediary during such thirty (30) day period to deliver or transfer the assets held in the Cash Collateral Account to another party or securities intermediary. In the event that it is not possible or practicable, in the judgment of the Securities Intermediary, to transfer the Collateral or deliver the Collateral to any other party, the Securities Intermediary will sell such assets and deliver the proceeds according to the instructions provided by the Pledgee or the joint instructions given by the Pledgee and Pledgor. Nothing set forth in this paragraph 13 shall be deemed to limit the right of Pledgee to issue orders or instructions to the Securities Intermediary pursuant to paragraph 6 hereof. Pledgee and Pledgor may terminate this Agreement by giving joint notice to Securities Intermediary. Termination shall not affect any of the rights or liabilities of the parties hereto incurred before the date of termination.
14.	This Agreement and the Security Agreement set forth the entire agreement of the parties hereto with respect to the subject matter hereof, and, subject to paragraph 10 above, supersedes any prior agreement and contemporaneous oral agreements of the parties concerning its subject matter.
15.	Except as otherwise expressly provided herein, any notice, order, instruction, request or other communication required or permitted to be given under this Agreement shall be in writing and may be delivered in person, sent by facsimile or other electronic means if electronic confirmation of error free receipt is received, or sent by United States mail, postage prepaid, addressed to the party at the address set forth below.
16.	The Securities Intermediary will be excused from failing to act or delay in acting, and no such failure or delay shall constitute a breach of this Agreement or otherwise give rise to any liability of the Securities Intermediary, if (i) such failure or delay is caused by circumstances beyond the reasonable control of the Securities Intermediary, including without limitation legal constraint, emergency conditions, action or inaction of governmental, civil or military authority, terrorism, fire, strike, lockout or other labor dispute, war, riot, theft, flood, earthquake or other natural disaster, breakdown of public or private or common carrier communication or transmission facilities, equipment failure, or act, negligence or default of Pledgor or (ii) such failure or delay resulted from Securities Intermediary’s reasonable belief that the action would have violated any guideline, rule or regulation of any governmental authority.

Exh. F-4

17.	Issuer agrees to pay Securities Intermediary, upon receipt of Securities Intermediary’s invoice, all reasonable costs, expenses and attorneys’ fees incurred in the preparation and administration of this Agreement (including any amendments hereto or instruments or agreements required hereunder). Issuer agrees to pay Securities Intermediary, upon receipt of Securities Intermediary’s invoice, all reasonable costs, expenses and attorneys’ fees incurred by Securities Intermediary in connection with the enforcement of this Agreement or any instrument or agreement required hereunder, including without limitation any reasonable costs, expenses, and fees arising out of the resolution of any conflict, dispute, motion regarding entitlement to rights or rights of action, or other action to enforce Securities Intermediary’s rights hereunder in a case arising under Title 11, United States Code. This paragraph 17 shall survive termination of this Agreement.
18.	Notwithstanding any of the other provisions of this Agreement, in the event of the commencement of a case pursuant to Title 11, United States Code, filed by or against Pledgor, or in the event of the commencement of any similar case under then applicable federal or state law providing for the relief of debtors or the protection of creditors by or against Pledgor, Securities Intermediary may act as Securities Intermediary deems necessary to comply with all applicable provisions of governing statutes and Pledgor shall not assert any claim against Securities Intermediary for so doing.
19.	If any term or provision of this Agreement shall be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those to which it is held invalid or unenforceable, shall be construed in all respects as if such invalid or unenforceable term or provision were omitted.
20.	This Agreement may be executed in counterparts, each of which shall be an original, and all of which shall constitute one and the same agreement.
21.	This Agreement and any claim, controversy or dispute arising under or related to this Agreement, and all issues concerning the relationship of the parties and the enforcement of the rights and duties of the parties, will be governed by, and construed in accordance with, the laws of the State of New York (without reference to conflict of laws principles (with the exception of 5-1401 and 5-1402 of the New York General Obligations Law)).

*     *     *     *      *     *

Exh. F-5

          IN WITNESS WHEREOF, the Pledgor and the Pledgee have agreed to the terms of this Agreement as of the date indicated above.

PLEDGOR:	PLEDGEE:
[______] [INSERT IF APPLICABLE: , not	WELLS FARGO BANK NORTHWEST,
in its individual capacity, but solely as Owner	NATIONAL ASSOCIATION, as Security
Trustee under the Trust Agreement]	Trustee

By: By:

Name: Name:

Title: Title:

Telephone No.: Telephone No.:

Address:	Address:
[*]	260 North Charles Lindbergh Drive
	MAC: U1240-026
	Salt Lake City, Utah 84116
	Attention: Corporate Trust Services
	Facsimile No. (801) 246-7142

Exh. F-6

Acknowledged and Agreed to:

SECURITIES INTERMEDIARY

[_______]

By:

Name:

Title:

Date:

[Address]

Exh. F-7

THE UNDERSIGNED HEREBY AGREES TO BE BOUND BY AND PERFORM THE OBLIGATIONS OF THE “ISSUER” PROVIDED FOR IN THIS AGREEMENT.

GENERAL ELECTRIC CAPITAL CORPORATION

By:

Name:

Title:

Exh. F-8

Exhibit A

[Letterhead of the Pledgee]

[Date]

BY FACSIMILE TRANSMISSION AND CERTIFIED MAIL

[Securities Intermediary]

Re: Account No. [●]

NOTICE OF EXCLUSIVE CONTROL

Ladies and Gentlemen:

As referenced in the Account Control Agreement, dated as of [●], [●], among [_________], as Pledgor, Wells Fargo Bank Northwest, National Association, as Security Trustee for the Secured Parties, as Pledgee, and ______________ , as Securities Intermediary, we hereby give you notice of our exclusive control over securities account number [●] (the “Cash Collateral Account”) and all financial assets credited thereto. You are hereby instructed not to accept any direction, instruction or entitlement order with respect to the Cash Collateral Account or the financial assets credited thereto from any person other than the undersigned.

You are hereby instructed to [deliver][invest] the financial assets in the Cash Collateral Account and cash dividends, interest, income, earning, and other distributions received with respect thereto, as follows:

[________________________________

_________________________________

_________________________________

_________________________________]

Very truly yours,

WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION., as Security Trustee

By:

Name:

Title:

cc: General Electric Capital Corporation

Exh. F-9

EX-5.1

Exhibit 5.1

	Gibson, Dunn & Crutcher LLP
	200 Park Avenue New York, NY 10166-0193 Tel 212.351.4000 www.gibsondunn.com
	Client: 32207-00175

December 12, 2012

General Electric Capital Corporation
901 Main Avenue
Norwalk, CT 06851

Re:	General Electric Capital Corporation
	Registration Statement on Form S-3 (File No. 333-178262)

Ladies and Gentlemen:

We have acted as counsel to General Electric Capital Corporation, a Delaware corporation (the “Company”) in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form S-3, file no. 333-178262 (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”), the prospectus included therein, the prospectus supplement, dated December 5, 2012, filed with the Commission on December 6, 2012 pursuant to Rule 424(b) of the Securities Act (the “Prospectus Supplement”), and the offering by the Company pursuant thereto of $300,000,000 Floating Rate Senior Secured Notes due 2015, $1,000,000,000 aggregate principal amount of the Company’s 1.000% Senior Secured Notes due 2015 and $400,000,000 aggregate principal amount of the Company’s 2.100% Senior Secured Notes due 2019 (the “Notes”).

The Notes have been issued pursuant to the indenture dated as of December 12, 2012, by and among the Company, The Bank of New York Mellon as trustee and Wells Fargo Bank Northwest, N.A. as security trustee (the “Indenture”).

In arriving at the opinions expressed below, we have examined originals, or copies certified or otherwise identified to our satisfaction as being true and complete copies of the originals, of the Indenture, the Notes and such other documents, corporate records, certificates of officers of the Company and of public officials and other instruments as we have deemed necessary or advisable to enable us to render these opinions. In our examination, we have assumed, without independent investigation, the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies. As to any facts material to these opinions, we have relied to the extent we deemed appropriate and without independent investigation upon statements and representations of officers and other representatives of the Company and others.

Based upon the foregoing, and subject to the assumptions, exceptions, qualifications and limitations set forth herein, we are of the opinion that the Notes are legal, valid and binding

Brussels • Century City • Dallas • Denver • Dubai • Hong Kong • London • Los Angeles • Munich • New York
Orange County • Palo Alto • Paris • San Francisco • São Paulo • Singapore • Washington, D.C.

December 12, 2012
Page 2

obligations of the Company, enforceable against the Company in accordance with their terms.

The opinions expressed above are subject to the following additional exceptions, qualifications, limitations and assumptions:

                    A. We render no opinion herein as to matters involving the laws of any jurisdiction other than the State of New York and to the extent relevant for our opinions herein, the Delaware General Corporation Law. This opinion is limited to the effect of the current state of the laws of the State of New York and the Delaware General Corporation Law and the facts as they currently exist. We assume no obligation to revise or supplement this opinion in the event of future changes in such laws or the interpretations thereof or such facts.

                    B. The opinions above are subject to (i) the effect of any bankruptcy, insolvency, reorganization, moratorium, arrangement or similar laws affecting the rights and remedies of creditors’ generally, including without limitation the effect of statutory or other laws regarding fraudulent transfers or preferential transfers, and (ii) general principles of equity, including without limitation concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance, injunctive relief or other equitable remedies regardless of whether enforceability is considered in a proceeding in equity or at law.

                    C. We express no opinion regarding the effectiveness of (i) any waiver of stay, extension or usury laws or of unknown future rights, (ii) provisions relating to indemnification, exculpation or contribution, to the extent such provisions may be held unenforceable as contrary to public policy or federal or state securities laws or (iii) any waiver of the right to jury trial.

We consent to the filing of this opinion as an exhibit to the Registration Statement, and we further consent to the use of our name under the caption “Legal Opinions” in the Prospectus Supplement. In giving these consents, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

Very truly yours,

/s/ Gibson, Dunn & Crutcher LLP