International Lease Finance Corporation
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(c) the authenticity of all documents submitted to us as originals;
(d) the conformity to original documents of all documents submitted to us as certified, conformed, facsimile, electronic or photostatic copies and the authenticity of the originals of such documents;
(e) the Company is duly qualified to do business and is in good standing as a foreign corporation under the laws of each jurisdiction where it is required to be so qualified (other than the State of California);
(f) the due authorization, execution and delivery of the Indenture by all of the parties thereto (other than the Company);
(g) all representations and warranties made in the Indenture are true and correct as to factual matters;
(h) there has not been any mutual mistake of fact or misunderstanding, fraud, duress or undue influence in connection with the Indenture;
(i) the terms of the Indenture have not been amended, modified, supplemented or qualified directly or indirectly by any other agreements or understandings (written or oral) of the parties thereto, or by any course of dealing or trade custom or usage, in any manner affecting the opinions expressed herein (other than pursuant to the first supplemental indenture dated as of October 29, 2021, the second supplemental indenture dated as of October 29, 2021, the third supplemental indenture dated as of November 1, 2021, the fourth supplemental indenture dated as of June 6, 2023, the fifth supplemental indenture dated as of September 25, 2023, the sixth supplemental indenture dated as of November 22, 2023 and the seventh supplemental indenture dated as of January 11, 2024; and
(j) the execution and delivery of the Indenture, and performance of the Indenture by the parties thereto do not and will not require any approval, consent, license, validation, filing, recording, registration or authorization (each an “Approval”) with or from, any third party, including any government entity or any political subdivision thereof, or any jurisdiction, whether state or local, or any agency, authority, instrumentality, regulatory body, court, central bank or any other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (each a “Governmental Authority”), required to be obtained or made by or on behalf of such party in connection with such party’s execution, delivery and performance of the Indenture, except for such Approvals as have been obtained or made (other than as required pursuant to Generally Applicable Laws).
With your permission, we have made no investigation of the facts underlying the foregoing assumptions. We have made no investigation regarding the accuracy or completeness of any warranties, representations and statements of fact contained in any Reviewed Document, nor have you requested us to do so, and we express no opinion herein regarding the same. We express no opinion herein with respect to the effect, if any, that the invalidity or illegality or unenforceability of any Reviewed Document, or such facts or other matters pertaining thereto as may be revealed by inquiry, would have upon the opinions expressed herein.