EFTA01331565

DocuSgn Envelope ID: 5F5A5466-1857-4351-A244-A6FO438E6749 0 us Omartnint ot siaraporiawin Federal Aviation Administration ASSIGNMENT OF SPECIAL REGISTRATION NUMBERS Special Registration Nutritive NIIISTH Aircraft Make and Model RAYTHEON AIRCRAFT COMPANY 400A Present Registration Walther NISKTS Serial Number RK-244 Issue Date: Mar 11,2021 ICAO AIRCRAFT ADDRESS CODE FOR NI 88Th - 50260025 THORAIR LLC PO BOX 2218 SANDI/SKY OH 44871.2218 li>liukkitilthjeskjerell6Isilfroidil This is your authority to change the United Sous registration mamba on the above described siwaaft to the special registratwo number Mown Cony duplicate of this form in dm aircraft losather wiih the old tansostice conflate as Sale. *What mamas< 11w aircraft pending receipt of revised cenifieme ottani want/aim. The haat FAA Form 1)344, Applkstiao For Airworthiness as Ale b chat Hat 06.2014 The alnissahlons elswilfkatioo and talegOly: STU TRAKSP INSTRUCTIONS: SIGN AND RETURN THE ORIGINAL of this form to the Civil Aviation Registry. Aircraft Registration Branch. within 5 days after the special registration number is placed on the aircraft. A revised certificate of aircraft registration will Men be issued. Obtain a revised certificate of airworthiness fmm your nearest Flight Standards District Office. The authority la me the special amber expires: Mar II, 2022 CERTIFICATION: I certify that the special registratioo ouroba was placed on he ainzaft detaital above. Neulllaned by: El IPAil titesm. SSOFII7DOCArs.10.. Sabine a 0 000 11 Aar. .1 nose ciors RETURN FORM TO: Civil Aviation Registry Aircraft Registration Broach P.O. Box 25504 Oklahoma Ciiy, Oklahoma 73125.0504 Tide of Chimer rt-e C; chant 71,hr Sport tat r r tNeVAYee Dile Placed ccAncraft. DI A ft' ft lik. a i arS 21 at FORM arM044 (5/250%) Sy/struts PrviMe• (dill°. NMI SDNY_GM_02761125 1 s-i ItII 0 -J to to SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248047 EFTA01331565 VN10HV1N0 All0 VINOFlV1N0 SO £ Nd 9— WY 1101 018 N011V011S103N 1O808IV VVi HIM 03113 SDNY_GM_02761126 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248048 EFTA01331566 We would like to change our current registration number and hold it until aircraft is finished being built. Our current registration number is N188TS which is currently on a BE-40 serial number rk-244 owned by ThorAir. We would like to hold N188TS and put N1lit8TH on the BE-40 RK-244. Enclosed will be two checks each for $10, one to change registration numbers, and the other to hold N188TS until further notice. If ou nave an uestion lease feel free to call Hunter McDonald (Chief Pilot) at 'r email at Please send all documents to PO box 2218 Sandusky Ohio 44871 Signed by: Title: NAesaltvoi-r- ••• Date: ‘2424/7—*24,--ii 210110812144 $10.00 01/11/2021 210110813507 ;10.00 01/11/2021 SDNY_GM_02761127 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248049 EFTA01331567 VIAOHV1M0 VVJOHVMO 9E :8 WV I I NC lig/ 88 NOLLAiSID38 Livaniv VVJ IiiIM 03114 SDNY_GM_02761128 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248050 EFTA01331568 °Paton:to) Number 2170-0729 F p,. 046017 Paperwork Reduction Act Statement: The ntormatiar colected on this form ts necessaryha maintain Scott registration. We estimate that it watered approxenately 30 ran Ides to conwiele Ire Sum. Please note that an agony may not corduct or sponsor. end a person le not required to respond to. a collection of irformallon unties it displays a vale CA10 patrol number Form Approved. OMB rte. 2120.0723 torments concerning the away of INS burden and suggestion for reducthg the burden should be &cued tia the FAA at. 800 Independence Avenue SW. Washirgton. DC 70691. ATTN: Informalicn Ooledbn Clearance Offcei. AES-200: DEPARTMENT OF TRANSPORTATION -FEDERAL AVIATION ADMINISTRATION AIRCRAFT REGISTRATION RENEWAL APPLICATION FAILURE TO RENEW REGISTRATICW WTI.L RESULT IN CARCBIATION OF REGISTRATION AND REGIS ;RATON NUMBER ASSIGNMENT (See C.F.& §§47.15(l), 47.40 and 47.41) ARCRAFT REGISTRATION NUMBER N TWITS MANUFACTURER RAYTHEON AIRCRAFT COMPANY DATE OF ISSUANCE 12/31/2013 SERIAL. NUMBER cur-244 MODEL 400A DATE OF EXPIRATION 12/312022 TYPE OF REGISTRATION U.0 ENTER REGISTERED OWNER(S) & ADDRESS FROM FAA FILE (Owner 1) ThoRAIR Lit (Owner 2) Ca Enter any additional owner names on page two. (Address) PO BOX 22t8 (Aarbess) City SANDUSKY State 011 ryy se/371.2218 Country UNITED STATES Physical Address: Required when nixing address a a P.O. Box or mail drop, (Address) 712 NEILSEN AVE (Address) City SANOUSKY State OH zip 44570 Counby MOSE° STATES TO RENEW REGISTRATION: AP)Vw aircraft registration Information. Earera the appropriate statement ENTER any Change In address in tlw spaces below. SIGN. DATE. & SEND form With MO $5 renewal fee to the: FM Airmail Registry. PO Box 25504, Oklahoma City OK 73125-0504, Of by (Muriel to. 6425 S Donneg Rm 118, Oklahoma Ow OK 73169-6937 ID I (WE) CERTIFY. THE NMIE(S) AND ADDRESSES FROM THE FM FILES FOR THE OWNER(S) OF THIS AIRCRAFT ARE CORRECT, OWNERSHIP MEETS CITIZENSHIP REQUIREMENTS OF 14 CFR §47.3. AIRCRAFT IS NOT REGISTERED UNDER THE LAWS OF ANY FOREIGN COUNTRY. UPDATE THE MAILING PHYSICAL AlYm2FSS AS SHOWN BELOW I (WE) CERTIFY THE: NAME(S) SI iC/NN ABOVE FOR THE OWNER(S) OF THIS AIRCRAFT IS CORRECT. OWNERSHIP MEETS THE CITIZENSHIP REOUREMENTS OF 14 CFR §47.3. AIRCRAFT IS NOT REGISTERED UNDER THE LAWS OF ANY FOREIGN COUNTRY. NEW MAILING ADDRESS NEW PHYSICAL ADDRESS: COTOCIC II physical address has changed, or the now mailing address is a PO Box or Mail Drop. HELPFUL INFORMATION Review Aircraft Registration File Information for this aircraft at: 9110://regjstry.fan.nov/aircraftincluirv. Assistance may be obtained al our web page httnfireoistry.laa.00virenewyenistration by ernal at faa.aicraftratiStniEDfaa.00v er by telephone at:: (666) 762 9434 Pell tree), or (406) 954 - 3116 When mailing fees, please use a check or money order made payable to to Federal avisson a4ministrrnion. Signature and Title Requirements for Common Registration Types: . Individual clone. must sign, title would be 'owner'. - Partners60 general partner signs Sheering 'general partner as title. • Corporation corporate officer or manager signs. stowing full tole - Limited Liatiary Co authorked member, manager, or officer identified in the LLC organization document signs. showing full title. Co-owner earn co-owner must sign. shoals 'co-owner as title. - Government authotted person must sign and show their tut title. Note: ATI sIgnatures must be In ink, or other permanent media. To correct entries: Draw a single line through error. Make correct entry in remaining space. or cemente the form Wane. An application harm will be HIODIIIS I SKY *MD M Ceeerthd bY Careabn tape or sin...arty obscured. TO CANCEL THE REGISTRATION FOR THIS AIRCRAFT: CMOS All applicable block(s) below, rOWIRI-Flf SIQa D.AIE MAIL this form with any foes to the: FM ti eratt Registry. PO Box 25504, Oklahoma City. OK. 73125-0504. or by courier to: 6425 S Denning Rm. 118. Oklahoma City OK 73169-6937 K CANCELLATION OF REGISTRATION IS REQUESTED. K THE AIRCRAFT WAS SOLD TO: (Show purchaser's name and address.) K THE AIRCRAFT IS DESTROYED OR SCRAPPED. K THE AIRCRAFT WAS EXPORTED TO: K OTHER, Specify El PLEASE RESERVE N-NUMBER IN THE OWNER'S NAME AND ADDRESS. The $10 reservatem foo is encbsed SIGNATURE OF OWNER I (recited had) FJecircinkalty UMW by Rwystared Oman PRINTED NAVE OF SIGNER (resuroa Sole) TFILE (reputed kW) DATE 7717/2019 SIGNATURE OF OWNER 2 PRINTED NAME OF SIGNER TITLE DATE Use page 2 for additional signatures. AC Form 8050-1B (04/12) Fee paid: $5 (201907171106133717NB) SDNY_GM_02761129 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0024805 I EFTA01331569 SDNY_GM_02761130 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248052 EFTA01331570 01114 Como! Mamba 21100729 Eatrim 04/30)17 Note: Twelve (12) owner names may be entered on this page. If you require more, enter the first 12 names and then print this page by pressing the Print Page 2' button below, Next click the 'Reset' button to clear the data fields (from page 2 only) to add more names. Repeat action as needed. NAME OF OWNER DATE SIGNATURE PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE PRINTED NAME OF SIGNER 1TRE NAME OF OWNER DATE SIGNATURE PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE PRINTED NAME Of SIGNER TITLE AC Form 8050-18 (04/12) REF N-NLIM: I8STS SDNY_GM_02761131 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248053 EFTA01331571 SDNY_GM_02761132 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248054 EFTA01331572 'RECORDED U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION CROSS-REFERENCE-RECORDATION CONVEYANCE. FILED NNUM: I SSTS SERIAL NUM: RIC•244 HEON AIRCRAFT COMPANY 40 RAYTHEON IN: MO DEL L: A AIR CARRIER: This form is to be used in cases what a conveyance covers several aircraft and engines, propellers, or locations. File original of this form with the recorded conveyance and a copy in each aircraft folder involved. TYPE OF CONVEYANCE AMENDMENT NO. 2 TO AIRCRAFT SECURITY AGREEMENT (SEE RECORDED CONVEYANCE RT008294 DOC ID 4587) DATE EXECUTED JANUARY I, 2019 FROM THORAIR, LLC DOCUMENT NO. LT021884 TO OR ASSIGNED TO FIFTH THIRD BANK DATE RECORDED MAR 18, 2019 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: Total Aircraft: t Total Engines: 2 I Total Props: Total Spare Peru NI88TS WMINT F.I443AP 2527676 WMINT FJ443AP 252768 REGAR.23R (08/09) SDNY_GM_02761133 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248055 EFTA01331573 SDNY_GM_02761134 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248056 EFTA01331574 FIFTH THIRD BANK AMENDMENT NO.2 TO AIRCRAFT SECURITY AGREEMENT THIS AMENDMENT NO. 2 dated as of January 1, 2019, amends that certain Aircraft Security Agreement dated as of December 27, 2013 (the "Agreement"), by and between FIFTH THIRD BANK, es Secured Party ('Secured Party and/or 'Lender), and THOFtAIR, LLC, as Grantor ("Grantor and/or Borrower"). Unless otherwise specified herein, all capitalized terms shall have the meanings ascribed to them In the Agreement. WHEREAS, the Borrower and the Lender are parties to an Aircraft Securibr Agreement dated as of December 3,1, 2013, which wee recorded by the Federal Aviation AdmInistrationn February 28, 2014, and assigned Conveyance No. RT008294 (as amended, the "Loan Agreement"); and WHEREAS, Borrower has requested that Lender extend the maturity of the Loan and modify the Interest rate and payments applicable to the Loan under the Loan Agreement. NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each party to this Amendment agrees, as follows: 1. Section 9.1(ae) of the Loan Agreement Is hereby restated as follows: 'a) 'Loan Documents' means, collectively, thls Agreement as amended by Amendment No. 1 to Aircraft Security Agreement dated February 1, 201rmendment No. 2 dated January 1, 2019, the Note, the Guaranty(s), an IDERA In favor of Secured Party, the Rate Management Agreement and all other documents prepared by Secured Party and now or hereafter executed In connection therewith and all amendments, restatements, modifications and supplements thereto. 2. Secton 9.1(gg) of the Loan Agreement Is hereby restated as follows: "bb) 'Note' means that certain Amended end Restated Promissory Note by Borrower, as maker, in favor of Lender, as holder, dated effective January 1, 2019, In the amended principal amount of 'es the same may be renewed, extended or modified from time to lime. 3. The Borrower agrees to pay all costs and expenses of the Lender In connection with the preparation, execution and delivery of this Amendment and the other instruments and documents to be delivered hereunder (Including, wfthout limitation, the reasonable fees and expenses of counsel and FAA counsel for the Lender). 4. This Amendment shall become effective when, the Lender shell have received (I) a counterpart of this Amendment executed by the Borrower, and (II) an Amended and Restated Promissory Note executed by the Borrower In favor of Lender (collectively, the 'Amendment Documents'). THIS AMENDMENT IS BEING DELIVERED IN THE STATE OF OHIO. THIS AMENDMENT, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, WILL IN ALL RESPECTS BE GOVERNED BY, AND BE CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF OHIO, WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES. (Remainder of page Intentionally left blank. Signature page follows.) Y 4114"FAIV9 *hoe Schedule A 4ME Whiekt)IrstYhAc;Wv1 V34clYtt CAIN 190311251245 515.00 01/31/2019 CaSSI10110te ROSVCIed tc- SDNY_GM_02761135 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 LT021884 Convoy:ince Recorded Mar/18/2010 11.13 AM FAA EFTA_00248057 EFTA01331575 SDNY_GM_02761136 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248058 EFTA01331576 Except as modified herein, all of the terms, covenants and conditions of the Agreement shall remain in full force and effect and are in all respects hereby ratified and affirmed. IN WITNESS WHEREOF, Secured Party and Grantor have executed this Amendment as of the date first above written. Secured Party: Grantor: FIFTH THIRD BANK THORAI LLC By: se 1 .4 - Name: /fn . CAW, Title: Safi 2 AY: >game: --- nide:Wet:414M 0(hr-cid:tat :I itSlAteAlicr Cep:Pirate: Rer'Foie SDNY_GM_02761137 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248059 EFTA01331577 SDNY_GM_02761138 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248060 EFTA01331578 SCHEDULE A Intentionally omIlted for FM fling papoose a It contains =Mental Mendel WinneSon. ClinsileAthon: ReWitted 3 SDNY_GM_02761139 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248061 EFTA01331579 CERTIFICATE certify that have contend this I hereby t with the ring instrument and in it and corre py of said original. V141014%11;10.. O.13 VVI0WV-In0 ££ U gd 1£ MC bill 88 N0IPAISID3i1 OO3231V '04 1-10. (33113 SDNY_GM_02761140 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248062 EFTA01331580 DOCUMENT LEVEL ANNOTATIONS FOR DOCUMENT ARE010377828 ORIG 85872 FFR 1/31/2019 RET'd TO C&D See Recorded Conveyance RT008294 Doc ID 4587 SDNY_GM_02761141 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248063 EFTA01331581 SDNY GM 02761142 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248064 EFTA01331582 OMB Control Nut 21204729 &pees OU30,40 Paperwork Reduction Act Statement, The intemation collected on this form Is necessary to martin aircraft rcliftetrardn. We seams that I NO eke WiProalmakeir 30 moultts to complete the form. Pease note that an agency may not cendtt or sponece. and a person is not required to impend Ws celled:on of Norma: unless It alscleW valid OMB control ranter. Form Approved. ORB No. 2120.0729 'Comments concerning the accuracy al Ws Lowden and suggetrione for reducing Seburden sticula be drectoi to the FAA at 800 Indepordence Averse SW. Washington. DC 20591. ATTN: inktmaliao Collodion Clearance Caber, AES-200." DEPARTMENT OF TRANSPORTATION - FEDERAL AVIATION ADMINISTRATOR AIRCRAFT REGISTRATION RENEWAL APPLICATION FAILURE TO RENEW REGISTRA RON MU RESULT IN CANCELLATION OF REGISTRATION AND REGISTRATION NUMBER ASSIGNMENT (Sm. 14 CFR. §§ 47.15GL 4740 and 41.41) AIRCRAFT REGISTRATION NUMBER N 1881$ MANUFACTURER RAYTHEON AIRCRAFT COMPANY DATE OF ISSUANCE 12/31/2013 SERIAL NUMBER RX-244 MODEL 400A DATE OF EXPIRATION 12/312019 TYPE OF REGISTRATION CORPORATION ENTER REGISTERED OWNER(S) & ADDRESS FROM FAA FILE (Oa t) THORAIR LLC (Owns' 2) fesz Enter wry &Mona( owner nernes on pegs two. (pones) PO BOX 221a (Address) City SmesuSKY Slab OH zip •41371.2216 Cooney UNIT83 STATES Physics] Address: Required when mailing address Is a P.O. Box or mat trop. (Address) 319 NELSEN AVE (ACiten) czy SANDUSKY stay, ON rc, 44(00 O:w ry UNITED STATES TO RENEW REGISTRATION: BEars aircraft rogistrakn information, SPI FCT the appropriate statement, eNTIT any change In address In the spaces below. MLA GATE & SEND form MTh the $5 renewal fee 10 the: FMAircraft Registry, PO Box 26504, Oklahoma City OK 73125-0504, a by courier lo: 6425 S Denning Rm 118. Oklahoma City OK 73169-6937 Mi (WE) CERTIFY. THE NAME(S) AND ADDRESSES FROM THE FM FILES FOR THE OWNER(S) OF THIS AIRCRAFT ARE CORRECT. OWNERSHIP MEETS CITIZENSHP REQUIREMENTS OF 14 CFR 647.3, AIRCRAFT IS NOT REGISTERED UNDER THE LAWS OF ANY FOREIGN COUNTRY. D UPDATE THE MAILING / PHYSICAL ADDRESS AS SHOWN BELOW. I (WE) CERTFY THE: NAME(S) SHOWN ABOVE FOR THE OWNER(S) OF THIS AIRCRAFT IS CORRECT, °TRUISM? MEETS THE CITIZENSHIP REQUIREMENTS OF 14 CFR 147.3, AIRCRAFT IS NOT REGISTERED UNDER THE LAWS OF ANY FOREIGN COUNTRY. NEW MAILING ADDRESS MELPTIL INFORMATION Review Aircraft Registration File Information for this aircraft at htto://realstry.faa.00viaircraftinouirv. Assistance may be obtained at or, web page hitatheoistrviaamovIrenevanaistratico of ramai at: faa.aWcraft.reeistrv≥raa,00v or by Ripeness at: (966) 762 . 9434 OM free). Or (405) 954 3116 When mailing fees, please use a check a matey order made parkas' to the Federal Amnion aormastraoon. Signalise and Title Requirements for Common Registration Types: IrdINOual meter mutt sign. Me would be owner'. - Faineant/ general partner Hers shoeing 'general panne' as title. - Capzcation corporate officer or manager signs, stowing full tits. - Unshed SIN CO authorized member. manager. or officer Identified In the LLC organtration exument signs. stowing full tine. • Co-owner each co-owner must sign: shooing *co-owner* as Me. Government motorized person must sign and show Me NI mit Rate: All signatures must be in let. or other permanent media. To correct entries: Draw a MD* Ins through error. Make correct Gnirk in KftRaftlif9) *POOL or compete to form on-Inct. M application form era be rejected t any entry is covered by correction tape or &needy obscured NEW PHYSICAL ADDRESS: compete If physical address has Mango& a the new mailing address is a PO Box or Mail Drop. TO CANCEL THE REGISTRATION FOR THIS AIRCRAFT: GIEGE MI applicable block(s) below, QQMELEZEE Siratt. DAM B MEL this form with arty *Oa to the: FM /Masa Regisby, PO Box 25504. Oklahoma City. OK. 73125-0504, or by courier to; 6425 S Donning Rm. 118, Oklahoma City OK 73169-6937 O CANCELLATION OF REGISTRATION IS REQUESTED. O THE AIRCRAFT WAS SOLD TO: (Shaw puittuiraers name and address.) O THE AIRCRAFT IS DESTROYED OR SCRAPPED. O THE AIRCRAFT WAS EXPORTED To - O OTHER, Specify O PLEASE RESERVE N-NUMBER IN THE OWNER'S NAME AND ADDRESS. The SIO reservation fee Is enclosed. SIGNATURE OF OWNER 1 (mune Thee) PRINTED NAME Of SIDNEM pegged field) TITLE (required %id) DATE Medi Cat* Gmlifee by ROMMakki Orman 7/18/2016 SIGNATURE OF OWNER PRINTED NAME Cf SIGNER TITLE DATE Use page 2 for additional signatures. AC Fenn 8050-IB (04/12) Fob paid: $5 (201607180909154645NB) SDNY_GM_02761143 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248065 EFTA01331583 SDNY_GM_02761144 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248066 EFTA01331584 OMB Comm: Mamba 2120.0729 tapret 04/30•17 Note: Twelve (12) owner names may be entered on this page. If you require more, enter the first 12 names and then print this page by pressing the Print Page 2* button below. Next click the Reset' button to dear the data fields (from page 2 only) to add more names. Repeat action as needed. NAME OF OWNER DATE SIGNATURE PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE PRINTED NAME OF SIGNER WILE NAME OF OWNER DATE SIGNATURE PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE PRINTED NAME OF SIGNER TITLE AC Form 8050-ID (04/12) REF N -NUM: Ian' SDNY_GM_02761145 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248067 EFTA01331585 SDNY_GM_02761146 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 0024806% EFTA01331586 0 ray. orapenrnrafra ei eressooreeko Federal Aviation Achvirdstration ASSIGNMENT OF SPECIAL REGISTRATION NUMBERS special Ftegistration Number N1 Aircraft Make and Model RAYTHEON AIRCRAFT COMPANY 400A Present Registration Number N493LX Serial Number RK-244 Issue Dale: Apr 03, 2014 ICAO AIRCRAFT ADDRESS CODE FOR NISIITS - 50260036 THORAIR LLC PO BOX 2218 SANDUSKY 0/1 44871-2218 1,1.,1.1“11..1.1,..1...1h.1,1..1.1...111..1.1.1,,I,I...1.1,1 This is your authority to cheer the United Stela registretion number on the above described aircraft to Be spriel regidnUon number sham. cany duplicate of this form in the aircraft together win the old registneion catiliode as inweim mace* to operate the aharall putting receipt of revised ecnificate of roginratim. Obtain a relied confuse of oirouthlacos from your near- est Flight Standee& Mona (Ake. The Wert FAA Fens 81344, Applitatioo For Airworthhiess on Mc Is doled: Doc 29,2013 The airworthiness cluilfication sad category: STD TRANSP INSTRUCTIONS: SIGN AND RETURN THE ORIGINAL of this form to the Civil Aviation Registry, AFS-750, within 5 days after the special registration number is placed on the aircraft. A revised calincate will then be issued. The authority to use the special camber exedra: Apr 03, 2015 CERTIFICATION: I certify That thespice] registration nentba '43 plated on the aircraft dumb .... RETURN FORM TO: Civil Aviation Registry, AFS-750 P.O. Box 25504 adahorna Oty, Oklahoma 73125-0504 Signature of Wetea bar OP Title of Owner. it/ a • l -r r , agR. Dale Placed on Aircraft 1140 bi t AC FORM 005044 (9200th Super...la theAcon VAiest SDNY_GM_02761147 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 0 V 0 a m a 8 0 EFTA 00248069 EFTA01331587 r • VWOHni0 All0 VHOHPUO Ca idd „Al; adg hiUl ._...89NO* 81 I 7H 5193(0312701177 V V ilAi r.:•: • :•. a SDNY_GM_02761148 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248070 EFTA01331588 A Insured Aircraft Title Service, Inc. T S P.O. Box 19527 4848 SW 36th Street beewtmateasecteit.com FEDERAL AVIATION ADMINISTRATION CENTRAL RECORDS DIVISION OKLAHOMA CITY, OKLAHOMA Oklahoma City, Ok 73144 (405) 681-6663 Oklahoma City, Ok 73179 (800) 654-4882 FAX (405) 681.9299 Date: March 6, 2014 Dear Sir/Madam: Please Reserve N in NAME ONLY for. N# Change Request Please Reserve N 1881$ and aggn for the following aircraft N 493LX Make Raytheon Aircraft Co. Model 400A Serial S RK-244 Which is (1) being purchased by (2) registered to )00( THORAIR, LLC 2520 Campbell St. Sandusky, OH 44870 Payment of the required $10.00 fee per number to reserve/assign is attached. If the preferred N number is not available, please contact the undersigned for a selection of a new number. Please send the confirmation of reservation/8050-64 form to Insured Aircraft Title Service, Inc. in the Public Documents room of the FAA. Additional Information: Requested by: ilThays' ifin -L-Aad-n Rosalie Lowman 140851354372 $20.00 03/08/2014 SDNY_GM_02761149 0 a 0 w SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 0024807I EFTA01331589 ViVONV1U0 Alto VHOHVb10 L7 I Wd 9 OW hiel HS tiOLLYHIS1038 lativant v114 HIlh, 03714 SDNY_GM_02761150 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248072 EFTA01331590 DOCUMENT LEVEL ANNOTATIONS FOR DOCUMENT ARE005658226 RECEIPT 0140210836122 $10.00 01/21/2014. REFUNDED $20 ON RECEIPT 8140651354372 BY MS ON 4/3/2014. NUMBER CHANGE REQUEST DOC ID 04340 FFR 01/21/2014 RET'D. SDNY GM_02761151 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248073 EFTA01331591 SDNY_GM_02761152 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248074 EFTA01331592 MEMORANDUM TO THE FILE RT February 28, 2014 ID DATE AIRCRAFT: N493LX DOCUMENT RETURNED February 28, 2014 (date) Date received: January 21, 2014 Reason returned: Cy EVS 04342 returned not needed. See Rea Conv IMC016800 Doc Id 02858 SDNY_GM_02761153 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248075 EFTA01331593 SDNY_GM_02761154 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248076 EFTA01331594 U.S. Department of Transportation Federal Aviation Administration Date of Issue: December 31, 2013 THORAIR LLC PO BOX 2218 SANDUSKY, OH 44871-2218 Fax ATTENTION: IATS Flight Standards Service Aircraft Registration Branch. AFS-750 F.O. Box 25504 Toll Free: WEB Addre Oklahoma 73126.0504 http:iiregistry.faa.gov T139138 This facsimile must be carried in the Aircraft as a Temporary Certificate of Registration for N493LX RAYTHEON AIRCRAFT COMPANY 400A Serial RK-244 and is valid until Jan 30, 2014. This is not an airworthiness certificate. For airworthiness information, contact the nearest Federal Aviation Administration Flight Standards District Office. daucadv40---- for Walter Hinkley Manager, FAA Aircraft Registry, AFS-750 Federal Aviation Administration AFS-750-FAX-4 (03/10) SDNY_GM_02761155 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248077 EFTA01331595 SDNY_GM_02761156 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248078 EFTA01331596 U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMLNISTRATION CROSS-REFERENCE—RECORDATION RECORDED CONVEYANCE FILED IN: NAM 493LX SERIAL NUM: RE-244 MFR: AYTHEO OD R EL: 400A N AIRCRAFT COMPANY AIR CARRIER: This form is to be used in cases Aura a conveyance covers several aircraft and engines, propellers, or locations File originul of this form with the recorded ccoveyance and a copy in each aircraft folder involved. TYPE OP CONVEYANCE AIRCRAFT SECURITY AGREEMENT DATE EXECUTED DECEMBER 27, 2013 PROM THOFLMR LLC DOCUMENT NO. RT008294 TO OR ASSIGNED TO FIFTH THIRD BANK DATE RECORDED FEB 28, 2014 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: Total Aircraft: I Total Engines: 2 Total Props: Total Score Parts: N493LX WMINT F244-3AP 252767 WMINT F144-3AP 25276E AFS.750-23R (ORAN) SDNY_GM_02761157 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248079 EFTA01331597 SDNY_GM_02761158 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248080 EFTA01331598 Aircraft Security Agreement between THORAIR, LLC as the Grantor and FIFTH THIRD BANK, as the Secured Party Dated as of December 27.2013 (N493LX) FM Authorization Code International Registration File Number(s): Airframe Engine et Engine #2 133641455107 skareerttuna rraro- *IC." iafinianri \El! SDNY_GM_02761159 O O ruru a 0 0 0 a 0 O .6) a DT SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 Pr EFTA_00248081 EFTA01331599 VWOHYlNO All0 vivountio 86 Z Lid U£ 030 E10/ 88 NOI1ValS1032110113111V Wi HIIM 03114 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, SDNY_GMJ 15,32761160 and 17 EFTA_00248082 EFTA01331600 TABLE OF CONTENTS ARTICLE 1. GRANT OF SECURITY INTEREST Section 1.1 . Grant of Security Interest Section 1.2 Grant Effective Section 1.3 Filing of Financing Statements and Continuation Statements Section 1.4 Delivery & Acceptance Section 1.5 .. .... — Additional Documents, Information ...-- ARTICLE 2. COVENANTS Section 2.1 Registration and Operation Section 2.2 Records and Reports Section 2.3 Maintenance Section 2.4 Replacement of Parts Section 2.5 Afterations. Modifications and Additions Section 2.6 Maintenance of Other Engines Section 2.7 Payment of Ctigations Section 2.8 Change of Name or Location Section 2.9 Inspection Section 2.10 i; jinrcarrici analReg anii; Section 2.11 trOatt nr Data Section 2.12 Late Payments Section 2.13 Transaction Expenses Section 2.14 - — RESERVED Section 2.15 - •• • • - Engine Maintenance Section 2.16 . . _ —.— Continued Subordination ARTICLE 3. EVENTS OF LOSS Section 3.1 - - Event of Loss with Respect lo the Aircraft Section 3.2 Event of Loss vAth Respect to an Engine Section 3.3 .. .- .--. - - • ••- . - - Application of Payments from Governmental Authorities or other Persons . Rights Assigned Section 3.4 • -. ARTICLE 4. INSURANCE Section 4.1 ...- ..-. • Insurance Section 4.2 -- ._. •• . ......--- - .. Requirements Section 4.3 • • ---- - • - .. No Right to Self insure Section 4.4 ... . Notice of Loss or Damage. Appticaton of Proceeds Section 4.5 • -- - • • •. - Reports. Policies. Certificates • • • • Section 4.6 -• -•• •• - . • ..• Attorney-in-Fact ARTICLE 6. EVENTS OF DEFAULT AND REMEDIES Section 5.1 • --- — •-• • . Events of Default Remedies Section 5.2 • • .. ..-. -.• - •• Remedies Section 5.3 .. --- • •-• • •—•-• . . .. Remedies Cumulative Section 5.4 — • --.••• - — --- - Grantor's Waiver of Rights Section 5.5 ---- -- -- - -- •-• - - Power of Attorney Section 5.6 - - --. Distribution of Amounts Received After an Event of Default ••• . Section 5.7 .— — -- • • .— Suits for Enforcement ARTICLE S. REPRESENTATIONS AND WARRANTIES Section 6.1 .- .--.- - • . • •••• •- ... • Representations. Warranties and Covenants of Grantor ARTICLE 7. SECURITY INTEREST ABSOLUTE Section 7.1 -•-- -•- •-- - - - -- .- Security Interest Absolute ARTICLE 8. SISCELULNEOUS Section 8.1 ---• • - - . •- -- Governing Law Section 8.2 • ----. - - - Notices Section 8.3 Time of the Essence Section 8.4 Limitation as to Enforcement of Rights. Remedies and Claims Section 8.5 Severabety of Invalid Provisions Section 8.6 Assignment Section 8.7 Benefit of Parties; Successors and Assigns; Entire Agreement Section ea Further Assurances Section 8.9 Performance by Secured Party Section 8.10 Indemnity Section 8.11 -- - — - • - — - - Amendments Section 8.12 Waiver of Jury Trial Section 8.13 - • • - Counterpart Execution. Joint and Several Liabnly ARTICLE 9. DEFINITIONS Section 9.1 Definitions Nerlrl SDNY_GM_02781181 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248083 EFTA01331601 SDNY_GM_02761162 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248084 EFTA01331602 Aircraft Security Agreement THIS AIRCRAFT SECURITY AGREEMENT ("Agreement-) is made and entered into as of December 27. 2013 by and between FIFTH THIRD BANK, having an office at 38 Fountain Square Plaza, Cincinnati, Ohio 45263 ("Secured Party') and THORAIR. LLC. a limited liability company organized and existing under the taws of the State of Minnesota and having its chief executive offices located at 2520 South Campbell Street, Sandusky, OH 44870 (-Grantor), Capitalized terms not otherwise defined herein have the meanings given in Article 9 hereof. RECITALS A. Pursuant to a Note by the Grantor. in favor of Secured Party, the Secured Party has agreed to make a term loan to the Grantor (the 'Loan!). B. As a condition precedent to the making of the Loan under the Note. the Grantor is required to execute and deliver this Agreement. C. Grantor is duty authorized to execute, deliver and perform this Agreement. NOW, THEREFORE. for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in order to induce the Secured Party to make the Loan pursuant to the Note, the Grantor agrees, for the benefit of the Secured Party, as follows: ARTICLE 1 GRANT OF SECURITY INTEREST Section 1.1 Gran( of Security Interest. The Grantor, in consideration of the premises and ether good and valuable consideration, receipt whereof is hereby acknowledged, and in order to secure the payment ol the principal of and interest on the Loan according to its tenor and effect, and to secure the payment of all other indebtedness under the Loan Documents and the performance and observance of all covenants, agreements and conditions contained in the Loan Documents (collectively referred to as the 'Obligations': provided, however, any Excluded Swap Obligations are specifically excluded from the definition of Obligations), does hereby convey, warrant. mortgage, assign, pledge, and grant a security interest to the Secured Party, its successors and assigns, in all and singular of the Grantors right, title and interest in and to the properties, rights, interests and privileges described below and all proceeds thereof (all of which properties, rights, interests and privileges hereby mortgaged, assigned, pledged and granted or intended so to be, together with all proceeds thereof, are hereinafter collectively referred to as the 'Co*starer) and agrees that the foregoing grant creates in favor of the Secured Party an International Interest in the Aircraft (including the Airframe and each Engine): a) all of the Grantors rights, Me and interests in the Equipment (including the Airframe, the Engines, and the Parts) and substitutions and replacements of any of the foregoing; b) any and all service and warranty rights related to the Equipment, including the Engines, and claims under any thereof: c) all proceeds of any or all of the foregoing, whenever acquired. including the proceeds of any insurance maintained with respect to any of the foregoing and all proceeds payable or received with respect to any condemnation, expropriation, requisition or other Event of Loss, or the proceeds of any warranty: d) the Purchase Agreement, if any, and any bill of sale pursuant lo which Grantor received title to the Aircraft, together with all rights. powers, privileges, options and other benefits of the Grantor under the Purchase Agreement and such bill of sale; e) any and all present and future Rate Management Obligations, leases. subleases, management agreements. interchange agreements, charter agreements. purchase agreements and any other present and future agreements of any kind whatsoever relating to the Equipment or any part thereof, including any International Interest (and associated rights) therein or related thereto in favor of Grantor (but not any obligations. liabilities and/or duties of any kind whatsoever of Grantor or any other party, person or entity of any kind whatsoever in connection therewith or related thereto): provided, however, that the foregoing assignment and grant of a security interest and lien in this subclause (e) shall not be deemed in any way whatsoever as an agreement by the Secured Party to permit or allow the Grantor (or any party, person or entity of any kind whatsoever) to enter into any such leases. subleases. management agreements. interchange agreements, charter agreements, purchase agreements and any other present and future agreements of any kind whatsoever, and the Grantor (or any party. person or entity of any kind whatsoever) shall only be allowed to enter into any of ,curs, or:O SDNY_GM_02781183 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248085 EFTA01331603 SDNY_GM_02761164 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248086 EFTA01331604 the foregoing in accordance with the terms of this Agreement. Grantor consents to the registration of the forgoing assignment of any international Interest (and associated rights) with the International Registry. f) any and alt present and future records, logs and other materials required by the FAA (and any other governmental authority having jurisdiction) to be maintained in respect of each item of Equipment including, without limitation, the tapes, disks, diskettes and other data and software storage media and devices, file cabinets or containers in or on which the foregoing are stored, including any rights of Grantor with respect to the foregoing maintained with or by any other person. g) all of Grantor's right, title and interest in and to (whether the following described properly or interests in property constitute accounts, chattel paper, documents, general intangibles, instruments or other property and whether now owned, existing, hereafter acquired, or arising, collectively, the 'Engine Maintenance Collateral'): (a) that certain Total Assurance Program dated as of December 11, 2013 (the 'Engine Maintenance Agreement") between Grantor and Wiliams International Co.. LLC. as the engine maintenance service provider for the Aircraft and Equipment (the "Service Provider"), a true and correct copy of which is attached as Exhibit C here to and incorporated by reference herein. (b) all supporting obligations, and (c) all products, cash proceeds, and non cash proceeds of any and all of the assets and property described above. Section 1.2 Grant Effective. The conveyance, warranty, mortgage, assignment, pledge and security interest created hereunder in all of the foregoing Collateral and International Interest created hereunder in and relating to the Airframe and each Engine are effective and operative immediately, and will continue in full force and effect until the Grantor has made such payments and has duly, fully and finally performed and observed all of its agreements and covenants and provisions then required hereunder and under the other Loan Documents. Section 1.3 • Filing of Financing Statements and Continuation Statements: Consent to Registration. Grantor hereby authorizes Secured Party to file UCC financing statements and amendments thereto. listing Grantor as debtor, and Secured Party and/or its assigns, as secured party, and describing the Collateral, and assignments thereof and amendments thereto. The Grantor, at the request of the Secured Party, will execute and deriver to the Secured Party for filing, if not already filed, such financing statements or Other documents and such continuation statements with respect to financing statements previously filed relating to the conveyance, warranty, mortgage, assignment. pledge and security interest created under this Agreement in the Collateral and execute, deliver, consent to, register or foie any other documents that may be required in order to comply with the Act, the Cape Town Treaty Or other applicable law or as may be specified from time to time by the Secured Party. The Grantor hereby consents to the registration by the Secured Party of each International Interest in or relating to the Aircraft (including the Airframe and each Engine) assigned or created pursuant to this Agreement (including any Prospective International Interest with respect thereto) with the International Registry and covenants to effect the registration of such consent with the International Registry on the date of such assignment or creation. Section 1.4 Delivery and Accestame. SECURED PARTY WILL HAVE NO OBLIGATION TO ADVANCE ANY FUNDS TO GRANTOR UNLESS AND UNTIL SECURED PARTY HAS RECEIVED A GRANTOR'S ACKNOWLEDGMENT (Certificate of Acceptance) RELATING TO THE EQUIPMENT EXECUTED BY GRANTOR. Such Grantor's Acknowledgment will constitute Grantor's acknowledgment that such Equipment (a) was received by Grantor, (b) is satisfactory to Grantor in all respects, (c) is suitable for Grantor's purposes, (d) is in good order, repair and condition, (e) operates properly, and (f) is subject to all of the terms and conditions of the Loan Documents. Grantor's execution and delivery of a Grantor's Acknowledgment will be conclusive evidence as between Secured Party and Grantor that the Equipment described herein is in all of the foregoing respects satisfactory to Grantor, and Grantor will not assert any claim of any nature whatsoever against Secured Party based on any of the foregoing matters; provided, however, that nothing contained herein will in any way bar, reduce or defeat any claim that Grantor may have against the seller or supplier of the Aircraft or any other person (other than Secured Party). Section 1.5 Additional Documents. Information. Grantor will deliver to Secured Party (a) such organizational documents for Grantor as requested by Secured Party, (b) a certificate or certificates executed by an authorized representative of Grantor certifying that the execution, delivery and performance of this Agreement and the transactions contemplated hereby have been authorized by all necessary action on the part of the Grantor, (c) an incumbency certificate of the Grantor containing the name(s), beefs) and specimen signatures of the person(s) authorized to execute and deliver such documents on behalf of Grantor, (d) if required by Secured Party, a certificate of good standing for Grantor from the state of its organization, (e) if required by Secured Party, an opinion of counsel for Grantor in form and substance reasonably satisfactory to Secured Party and its counsel; and (I) if requested by Secured Party, any and all Rate Management Agreements. ARTICLE 2 -- COVENANTS Section 2.1 Registration and Operation. 010•2020 SDNY_GM_02761165 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248087 EFTA01331605 SDNY_GM_02761166 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248088 EFTA01331606 a) Grantor, at its own cost and expense, will cause the Aircraft to be duly registered in the name of Grantor as owner and subject only to Secured Party's first priority security interest and International Interest, and at all times thereafter to remain duly registered, in the name of the Grantor as owner with the FAA pursuant to the Act. b) Grantor will not use the Aircraft in violation of any law or any rule, regulation or order (including those concerning alcoholic beverages or prohibited substances) of any governmental authority having jurisdiction (domestic or foreign) or in violation of any airworthiness certificate, license or registration relating to any item of Equipment issued by any such authority, except to the extent such violation is not material or the validity or application of any such law, rule, regulation or order is being contested in good faith and by appropriate proceedings (but only so long as such proceedings do not, in the Secured Party's opinion, involve any material danger of the sale, forfeiture or loss of such item of Equipment, or any interest, including the Secured Party's security interest or International Interest, therein or related thereto). c) Grantor will operate the Aircraft solely in the conduct of its business and/or for commercial purposes (and not for consumer, home or family purposes) and in such configuration as authorized by the FM. Grantor will not operate the Aircraft or permit the Aircraft to be operated (i) at any time or in any geographic area when or where insurance required by this Agreement is not in affect, (in in a manner or for any time period such that a Person other than Grantor will be deemed to have 'operational control* of the Aircraft except with the prior written consent of Secured Party, (iii) for the carriage of persons or property for hire except with the prior written consent of the Secured Party or (iv) transport of mail or contraband. Possession, use and maintenance of the Aircraft will be at the sole risk and expense of Grantor and the Aircraft wil be based at the Primary Hangar Location. Grantor win deliver to Secured Party a written waiver of any Lien or claim cl Lien against the Aircraft that is or could be held by any landlord (other than a governmental entity) or mortgagee of any hangar or storage facility where the Aircraft is or win be located. Grantor wilt not permit the Aircraft to be based away from its designated Primary Hangar Location for a period in excess of thirty (30) days without Secured Party's prior written consent. Grantor will cause the Aircraft to be operated at an times by duly qualified pilots who (x) are supplied by Grantor, (y) hold at least a vand commercial airman certificate and instrument rating and any other certificate, rating, type rating or endorsement appropriate to the Aircraft, purpose of flight, condition of flight or as otherwise required by the Federal Aviation Regulations or other applicable law or regulation. and (z) meet the requirements established and specified by the insurance policies required hereunder and by the FAA. GRANTOR WILL NOT OPERATE, USE OR LOCATE THE AIRCRAFT. OR PERMIT OR ALLOW THE AIRCRAFT TO BE OPERATED, USED OR LOCATED, OUTSIDE THE CONTINENTAL UNITED STATES, ALASKA OR CANADA WITHOUT THE PRIOR WRITTEN CONSENT OF THE SECURED PARTY. Grantor will execute and deliver and fde with the FAA on a prior to the date hereof an Irrevocable De-Registration and Export Request Authorization with respect to the Aircraft in the form attached hereto as Exhibit A Section 2.2 Records and Reports. The Grantor will cause all records, logs and other materials required by the FM and any Other governmental authority having jurisdiction to be maintained, in the English language. In respect of each item of Equipment. Grantor will promptly furnish or cause to be furnished to the Secured Party such information as may be required to enable the Secured Party to file any reports required to be filed by the Secured Party with any governmental authority because of the Secured Party's interests in any item of Equipment. Section 2.3 Maintenance. Grantor, al its own cost and expense. will fly, maintain, inspect, service. repair. overhaul and test the Aircraft (including each Engine of same), or will cause the Aircraft to be flown, maintained, inspected. serviced. repaired. overhauled and tested, under an approved FAA maintenance program and in accordance with (a) all maintenance manuals initially furnished with the Aircraft, including any subsequent amendments or supplements to such manuals Issued by the manufacturer from time to time, (b) all mandatory 'Service Bulletins' issued. supplied, or available by or through the manufacturer and/or the manufacturer of any Engine or part with respect to the Aircraft having a compliance date during the term of the Note and up to twelve (12) months thereafter, and (e) all airworthiness directives issued by the FM or similar regulatory agency having jurisdictional authority, and causing compliance with such directives or circulars to be completed through corrective modification or operating manual restrictions, having a compliance date during the term of the Note and twelve (12) months thereafter. Grantor will maintain the Aircraft in good and safe working order and in substantially the same condition as when originally delivered to Grantor. ordinary wear and tear excepted. Grantor will cause the Aircraft to be subject to an FAA Airworthiness Certificate at all times other than when the Aircraft as a whole is the subject of an Event of Loss. Grantor will maintain, or will cause to be maintained, in the English language, all records, logs and other materials required by the manufacturer thereof for enforcement of any warranties or by the FM. All maintenance procedures required hereby will be undertaken and completed in accordance with the manufacturer's recommended procedures, and by property trained, licensed and certified maintenance sources and maintenance personnel, so as to keep the Aircraft and each Engine in as good operating condition as when originally delivered to Grantor, ordinary wear and tear excepted, and so as to keep the PYIS 20 SDNY_GM_02761167 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248089 EFTA01331607 SDNY_GM_02761168 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248090 EFTA01331608 Aircraft in such operating condition as may be necessary to enable the airworthiness certification of such Aircraft to be maintained in good standing at all times under the Act. Section 2.4 Beolacement of Parts. The Grantor, at its own cost and expense, will promptly cause the replacement of at Parts which may from time to time become worn out, lost, stolen, destroyed, seized, confiscated. damaged beyond repair or permanently rendered unfit for use for any reason whatsoever. In addition, the Grantor, at its own cost and expense, may permit the removal in the ordinary course of maintenance. service, repair, overhaul or testing of any Parts, whether or not worn out, lost. stolen, destroyed, seized, confacated, damaged beyond repair or permanently rendered unfit for use; provided, however, that the Grantor, at its own cost and expense. will cause such Parts to be replaced as promptly as possible. All replacement Parts must be free and dear of all Liens (except for Permitted Liens). will be in as good operating condition as. and will have a value and utility at least substantially equal to, the Pads replaced, assuming such replaced Parts were in the condition and repair required to be maintained by the terms hereof. The Grantor's rights, title and interests in all Parts at any time removed from any item of Equipment will remain subject to the Lien of this Agreement no matter where located. until such lime as such Parts ate replaced by Parts which have been incorporated in such item of Equipment and which meet the requirements for replacement Pads specified above. Immediately upon any replacement Part becoming incorporated or installed in or attached to any item of Equipment as above provided, without further act. (a) the Grantor's rights, title and interests in such replacement Part will become subject to the Lien of this Agreement. and such replacement Part will be deemed pad of such item of Equipment for all purposes hereof to the same extent as the Paris originally incorporated in such item of Equipment, and (b) the Grantor's rights. title and Interests in the replaced Part will be released from the Lien of this Agreement and the replaced Part will no longer be deemed a Part hereunder. The Grantor will, not less often than once during each calendar year, provide to the Secured Party written confirmation, in form and content acceptable to the Secured Party, that the Grantor has complied with the provisions of this Section 2.4. Section 2.5 Alterations. Modifications and Additions. The Grantor, at its own cost and expense, will cause such alterations and modifications in and additions to the Equipment to be made as may be required from time to time to meet the standards of the FM and of any other governmental authority having jurisdiction and to maintain the certificate of airworthiness for the Aircraft: provided. however, that the validity or application of any such law, rule, regulation or order may be contested in good faith by appropriate proceedings (but only so king as such proceedings do not, in the Secured Partys reasonable opinion, involve any material danger of sale, forfeiture or loss of any item of Equipment. or any interest, including the Secured Party's security interest or International Interest, therein or related thereto). In addition, the Grantor, at no cost or expense to the Secured Party. may. from time to time, cause such alterations and modifications in and additions to any item of Equipment to be made as the Grantor may deem desirable: provided. That no such alteration. modification and addition win (a) materially diminish the value, Witty or condition of such item of Equipment below the value. utility or condition thereof immediately prior to such alteration, modification or addition, assuming the item of Equipment was then of the value and utility and in the condition required to be maintained by the terms of this Agreement. or (b) cause the airworthiness certification of the Aircraft to cease to be in good standing under the Act. The Grantor's rights, title and interests in all Pads added to the Aircraft, the Airframe, or an Engine as the result of such aeration. modification or addition will, without further act, be subject to the Lien of this Agreement. Notwithstanding the foregoing sentence of this Section 2.5, so long as no Event of Default has occurred and is continuing, the Grantor may remove any Part added to the Aircraft. Airframe, any or an Engine as contemplated in this Section 2.5 if (x) such Part is in addition to. and not in replacement of or substitution for, any Part originally incorporated in such item of Equipment at the time of delivery thereof or any Part in replacement of or substitution for any such Part, (y) such Part is not required to be incorporated or installed in or attached or added to such kern of Equipment pursuant to the terms of this Article 2. and (2) such Part can be removed from such item of Equipment without causing any material damage thereto. Upon the removal of any Part as above provided, such Part will be released from the Lien of this Agreement. Section 2.6 Maintenance of Other Engines. Each engine which does not constitute an Engine, but which is installed on the Airframe from time to time, veil be maintained, operated, serviced, repaired, overhauled, altered, modified and tested in accordance with Section 2.3 to the same extent as if it were an Engine. Section 2.7 Payment of Obligations. The Grantor hereby agrees that it will promptly pay or cause to be paid when due all taxes, assessments and other governmental charges imposed with respect to the Collateral (except to the extent being contested in good faith and by appropriate proceedings which do not involve any material risk of loss or forfeiture). Section 2.8 Change of Name OLLocation. Grantor will give Secured Party thirty (30) days prior written notice of any relocation of its chief executive office and of any change in its name, identity or state of organization. At least 10 Business Days prior to the occurrence of any such change or relocation. Grantor wilt (a) duly fide appropriate financing statements in all applicable filing office‘a(b) deliver to Secured Party copies of the form of such financing statements. Granter wit hangar the Aircraft at (Primary Hangar Location'), Grantor will supply Secured Party with a waiver of any Lien or claim of Lien against the Aircraft which could be held by any landlord or mortgagee of SDNY_GM_02761169 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0024809 I EFTA01331609 SDNY_GM_02761170 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248092 EFTA01331610 the hangar or future aircraft storage facility. Grantor will not remove the Aircraft, or permit the Aircraft to be removed. from 45 designated home airport for a period in excess of thirty (30) days. without the prior written consent of Secured Party. Section 2.9 Inspection. Secured Party will have the right. but not the duty, to inspect the Aircraft, any component thereof, and the Records al any reasonable tine and from time to time, wherever the same may be located, upon reasonable prior written notice to Grantor unless a Default or Event of DefauN has occurred aid is continuing, in which case no prior notice will be required. At Secured Party's request. Grantor will confirm to Secured Party the location of the Aircraft and will, at any reasonable tine and from time to Ikne, make the Aircraft and/or the Records available to Secured Party for inspection. Section 2.10 Aircraft Registration International Registry. Grantor will not change the United States Registration Number of the Aircraft without Secured Party's prior written consent. Grantor will cause to be filed with the FM an FM Bill of Sale, the Agreement, an FM application for aircraft registration and such other documents as may be required under the Act or as otherwise necessary or prudent to cause the Aircraft to be and remain duly registered at all times with the FM in the name of Grantor as owner and subject only to Secured Party's first priority perfected security interest. Grantor will, at all times, keep on board the Akcraft a current and valid Registration Application or Certificate of Aircraft Registration. Grantor will cause each International Interest in favor of the Secured Party in or relating to the Aircraft (including in the Airframe and each Engine) created by this Agreement and, If the Aircraft is acquired by Grantor on or after March 1, 2006, the contract of sale (i.e. the bill of sale) transferring title in the Aircraft to Grantor, in each case, to be validly registered with the International Registry with such International Interests having pronly over all other registered or un-registered International Interests in the Airframe and Engines. Grantor will discharge or cause to be discharged any International Interest or Prospective International Interest in or relating to the Aircraft (including the Airframe and the Engine) not consented to in writing by Secured Pasty. Further, Grantor will not consent to any International Interest or Prospective International Interest in or relating to the Aircraft unless prior approval is obtained from the Secured Party in writing. • Section 2.11 Financial and Other Data. During the term of the Note and so long as any amounts are outstanding thereunder. Grantor agrees to furnish Secured Party: a) a copy of Grantor's federal income tax return with all schedules attached thereto at the time such return is filed with the Internal Revenue Service and in any event within 120 days of the end of each calendar year: b) promptly, such additional financial and other information as Secured Party may from time to time reasonably request. All such financial statements shall be prepared in accordance with generally accepted accounting principles, consistently applied. So long as Grantor is a reporting company under the Securities Exchange Act of 1934 and is timely filing the reports required thereunder to the Securities Exchange Commission, Grantor will have no obligation to furnish its financial statements as provided above. Section 2.12 late Payments. If Grantor fails to pay any amount due hereunder, after the expiration of any applicable grace period, Grantor shall pay to Secured Party a late payment fee equal to five percent (5%) of the amount unpaid. Such fee shall be payable on demand and shall constitute part of the Obligations. In addition, if Grantor fails to perform any of its obligations contained hereii, Secured Party may (but will not be obligated to) itself perform such obligations, and the amount of the reasonable costs and expenses of Secured Party incurred in connection with such performance, together with interest on such amount from the date said amounts are expended at the Default Rate. wilt be payable by Grantor to Secured Party upon demand. No such performance by Secured Party will be deemed a waiver of any rights or remedies of Secured Party or be deemed to cure any Default of Grantor hereunder. Upon the occurrence and during the continuance of an Event of Default, or if the Note is accelerated in accordance with the terms of this Loan Agreement, the outstanding principal and all accrued interest, as well as any other charges due Lender hereunder, Shall bear interest from the date on which such amount shall have first become due and payable to Lender to the date on which such amount shall be paid to Lender (whether before or after judgment), at a default rate, to be determined by Lender in its sole discretion from time to Ilene, equal to up to six percentage points (6.0%) in excess of the otherwise applicable rate of interest, not to exceed the maximum rate permitted by applicable law (the 'Default Rate'). Section 2.13 Transaction Expenses. Grantor will pay al actual and reasonable fees, costs and expenses incurred by Secured Party in connection with this Agreement and the other loan Documents, whether or riot the transactions contemplated hereby are consummated, including appraisal fees, Secured Party's counsel fees and expenses, FAA counsel fees and expenses, FAA, International Registry and UCC title and lien searches, reports, filing, registration and recording fees. charges and taxes. Grantor also agrees to pay all fees and expenses of Secured Party's counsel, FAA counsel and al other third parties who are engaged by Secured Party to update any FAA, International kik moo SDNY_GM_02761171 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248093 EFTA01331611 SDNY_GM_02761172 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248094 EFTA01331612 Registry or UCC title and/or hen reports and/or to review, file. register and record any and all documents and instruments as required by Secured Party, the International Registry or the FAA at any time during which any of the Obligations remain outstanding. Section 2.14 Reserved. Section 2.15 Engine Maintenancl. (a) Both Engines shall at all limes be covered by the Engine Maintenance Agreement, or another service and maintenance contract in form and substance reasonably satisfactory to Secured Party (i.e., taken as a whole, substantially as protective as the referenced agreement) which provides for the maintenance or overhaul of such property. (b) Grantor will execute and deliver, and cause to be executed and delivered. to Secured Party, an aircraft interest holder's agreement among Grantor, Secured Party, and Service Provider with respect to the Engine Maintenance Agreement, such agreement in form and substance reasonably acceptable to Secured Party. (c) Grantor will accurately and promptly report to Service Provider the applicable hours pursuant to. and in accordance with, the power by the hour provisions of the Engine Maintenance Agreement. (d) Without Secured Party's prior written consent, Grantor will not seek, agree to or permit, directly or indirectly, 0) Me cancellation or termination of the Engine Maintenance Agreement or (ii) the amendment, waiver or other change to any material term of or applicable to the Engine Maintenance Agreement. For the purposes of this Section 2.15 (d), 'material means any modification, waiver, or amendment of the Engine Maintenance Agreement which, in the judgment of Secured Party, would (A) adversely affect any of Secured Party's rights or remedies under the loan Documents or Secured Party's security interest in or other Lien on the Collateral (including the priority of Secured Party's Interests) or (B) create or result in an Event of Default. Section 2.16 Continued Subordination. Grantor will continue to subordinate the payment of any note(s) payable obligations in the amount of $2,500,000.00 owed to I/to:Sport, Inc. by Grantor until such time as the Obligations of Grantor to Secured Party are paid in full. Interest only payments are permitted without Secured Party's consent, but principal payments require the consent of Secured Party, which consent shall not be unreasonably withheld. ARTICLE 3 — EVENTS OF LOSS Section 3.1 Event of Loss with Respect to the Aircraft. Grantor will deliver to Secured Party written notice of the occurrence of any Event of Loss with respect to the Aircraft within five (5) days after the occurrence thereof. On the next Note Payment Date following such Event of Loss Grantor will pay to Secured Party an amount equal to the sum of (A) all amounts then due hereunder, under any other Loan Documents, and under the Note, plus (B) the Loss Value of the Aircraft determined as of such Note Payment Date. Upon payment in full by the Grantor of all such amounts. the Aircraft having suffered the Event of Loss will be released from the lien of this Agreement and the Secured Party will execute and deliver, at the Grantor's cost and expense, such instruments as may be reasonably required to evidence such release. Section 12 gvent of Loss with Respect to an Engine. Grantor will delver to Secured Party written notice of the occurrence of any Event of Loss with respect to an Engine under circumstances in which there has not occurred an Event of Loss with respect to the Airframe within five (5) days after the occurrence thereof. Within thirty (30) days after the occurrence of such Event of Loss, Grantor will convey to Secured Party, as replacement for the Engine with respect to which such Event of Loss occurred, a security interest to and International Interest in an engine that is (a) the same make and model number as the Engine suffering the Event of Loss. (b) free and clear of all Liens other than Permitted Liens. (c) of a value, utility, and useful life equal to, and in as good an operating condition as. the Engine suffering the Event of Loss, assuming such Engine was of the value and utility and in the condition and repair required by the terms hereof immediately prior to the occurrence of such Event of Loss. Grantor, at its sole cost and expense, will furnish Secured Party with such documents to evidence the conveyance and the International Interest and shall make such filings and registrations with the FAA and the International Registry (and hereby consents to such registrations with the International Registry) with respect thereto, in each case, as Secured Party reasonably requests. Upon full compliance by Grantor with the terms of this paragraph. Secured Party will release Secured Party's right, title and interest, if any. in and to the Engine suffering the Event of Loss. Each replacement engine will, after such conveyance. be deemed an 'Engine' as defined herein and will be deemed part of the same Aircraft as was the replaced Engine. No Event of Loss with respect to an Engine will result in any reduction or delay in the payment of any amounts due under the Note or hereunder, or otherwise relieve Grantor of any obligation under this Agreement. Section 3.3 Application of Payments from Governmental Authorities or other Persons. Any payments (other than insurance proceeds, the application of which is provided for in Article 4). received al any tine by the Secured Party or Grantor from any governmental authority or other Person with respect to any Event of Loss, or from a governmental authority with respect to an event which does not constitute an Event of Loss, will be applied as follows: a) Such payments will be applied in reduction of the Grantor's obligation to pay the Loss Value, if not already paid by the Grantor, or, if already paid by the Grantor. will be applied to reimburse the Grantor for its Ppm. 20 SDNY_GM_02761173 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248095 EFTA01331613 SDNY_GM_02761174 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248096 EFTA01331614 payment of such amounts. The balance, if any, of such payment remaining thereafter, and after payment of all amounts then due and payable under the Loan Documents, will be paid to the Grantor. b) If such payments are received with respect to a requisition for use by the government which does not constitute an Event of Loss, such payments may be retained by the Grantor. C) Notwithstanding the foregoing provisions of this Section 3.3, any payments (other than insurance proceeds. the application of which is provided for in Article 4) received al any time by the Secured Party from any governmental authority or other Person with respect to any Event of Loss, which are payable to the Grantor, will not be paid to the Grantor if at the time of such payment an Event of Default or Default has occurred and is continuing, in which event all such amounts will be paid to and held by the Secured Party as security for the Obligations or, at the Secured Party's option, applied by the Secured Party toward the payment of such Obligations at the time due in such order of application as the Secured Party may from time to time elect. At such time as no Event of Default or Default has occurred and is continuing, all such amounts at the time held by the Secured Party in excess of the amount, if any, the Secured Party elected to apply as above provided will be paid to the Grantor. Section 3.4 Riahts Assioned. In furtherance of the foregoing, the Grantor hereby irrevocably assigns. transfers and sets over to the Secured Party all rights of the Grantor to any award or payment received by or payable to the Grantor on account of an Event of Loss. ARTICLE 4 — INSURANCE Section 4.1 Insurance. Grantor, at its sole cost and expense, will maintain or cause to be maintained: a) aircraft liability insurance covering claims arising from the use or operation of the Aircraft in or over any area (including contractual liability and bodily injury and property damage liability) in an amount not less than the greater of (i) $50,000,000 per occurrence, or such higher amounts as are required by law in the geographic location or country in or over which the Aircraft is flown, operated or located; and (ii) the amounts of aircraft lability insurance from line to time applicable to aircraft operated by Grantor (whether owned or leased) of the type of the Aircraft; b) cargo liability insurance sufficient to cover the maximum value of cargo on the Aircraft at any one time if Grantor is engaged in transporting properly of others; c) al-risk aircraft physical damage insurance covering the Aircraft in motion and not in motion, in flight and on the ground, and the Engine and all Pads while attached to or removed from the Airframe, in an amount not less than the lesser of the full insurable value of the Aircraft or the then Loss Value; d) for all locations which the Aircraft travels to and through: war and allied perils instirance to cover the perils of (i) war. invasion, acts of foreign enemies, hostilities (whether war be declared or not), civil war, rebellion, revolution, insurrection, martial law, military or usurped power or attempts al usurpation of power, hi) strikes, riots, civil commotions of labor disturbances, (in) any act of one or more persons, whether o not agents of a sovereign power, for political or terrorist purposes and whether the toss or damage resulting therefrom is accidental or intentional, (iv) any vandaksm, malicious act or act of sabotage, (v) confiscation, naturalization, seizure, restraint, detention, diversion, appropriation, requisition for title or use by or under the order of any government (whether civil. military or de facto) or public or local authority and (vi) hijacking, or any unlawful seizure or wrongful exercise of control of the crew in flight; and e) such other insurance against such other risks as is usually carried by similar companies owning or leasing and operating aircraft similar to the Aircraft. All such insurance will be maintained with insurers of recognized reputation and responsibility (reasonably satisfactory to Secured Party) having a rating not less than Av from A.M. Best, or other rating approved by Secured Party. All insurance policies will be in a form acceptable to Secured Party. If Grantor fails to maintain insurance as herein provided, Secured Party may, at its option, provide such insurance, and Grantor will, upon demand. reimburse Secured Party for the cost thereof. Section 4.2 Requirements. All insurance policies required hereunder wilt (a) require 30 days' prior written notice to Secured Party of cancellation, non-renewal or material change in coverage (any such cancellation. non-renewal or change. as applicable, not being effective until the thirtieth (30th) day after the giving of such notice) except, in the case of cancellation for non-payment of premium. only 10 days' prior written notice shall be required and in the case of canceffation of the coverages described under Section 4.1(d). notice as established under the applicable endorsements; (b) name the Additional Insureds (as hereinafter defined) as an additional insured under the liability coverage and name Additional Insureds as sole loss payee under the physical damage insurance coverage: (c) not require contributions from POP of SDNY_GM_02761175 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248097 EFTA01331615 SDNY_GM_02761176 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248098 EFTA01331616 other policies held by the Additional Insureds; (d) waive any right of subrogation against the Additional Insureds; (e) in respect of any liability of any of the Additional Insureds, except for the insurers' salvage rights in the event of a loss or damage, waive the right of such insurers to setoff, to counterclaim or to any other deduction, whether by attachment or otherwise, to the extent of any monies due the Additional Insureds under such policies: 01 Permit but not require that any of the Additional Insureds pay or be liable for any premiums with respect to such insurance covered thereby; (g) provide for coverage in all areas in which the Aircraft is permitted to fly under the terms hereof; (h) provide that all of the provisions thereof. except the limits of liability, will operate in the same manner as if there were a separate policy covering each Additional Insured; and (I) contain breach of warranty provisions providing that. in respect of the interests of the Additional Insureds in such policies, the insurance will not be invalidated by any action or inaction of Grantor or any other person (other than an Additional Insured, as to Itself only) and will insure the Additional Insureds regardless of any breach or violation of any warranty, declaration or condition contained in such policies by Grantor or by any other person (other than an Additional Insured, as to itself only). As used herein, the term 'Additional Insureds means 'Fifth Third Sank and es subsidiaries and affiliated companies including The Fifth Third Leasing Company, and their respective successors and/or 85305.. Section 4.3 No Right to Self-insure. Grantor wil not self-insure (by deductible, premium adjustment or risk retention arrangement of any kind) the insurance required to be maintained hereunder, except to the extent of deductibles usually and customarily maintained by companies engaged in the same or similar business as Grantor and operating the sane or simiar aircraft and approved by Secured Party. Section 4.4 Notice of Loss Damaoe: Aooication of Proceeds. Grantor will give Secured Party prompt notice of any damage to or loss of. the Aircraft, or any part thereof. Insurance proceeds for partial loss or damage to the Aircraft or any part thereof wil be applied as Secured Party in its sole discretion determines. Section 4.5 Reports, Policies. Certificates. Prior to the Closing Date. Grantor will deliver to the Additional Insureds certificate(s) of insurance and copies of the lienholder's endorsement evidencing that the insurance coverage required hereunder has been obtained beyond such expiration date, together with a certificate certifying that such insurance complies with the terms hereof, accompanied, if requested by Secured Party, by the applicable policies and reports) of insurance broker(s) or underwriter(s) as to the conformity of such coverage with such requXements; proviled, however, that the Additional Insureds will be under no duty ether to ascertain the existence of or to examine any certificates or reports or to advise Grantor if such insurance does nol comply with the requirements of this section. Nol less than fifteen (15) days prior to the expiration dates of the policies obtained by Grantor pursuant to this Section. Grantor will deliver to the Additional Insured certificates) of insurance and copies of the lienholder's endorsement evidencing that the coverage requited hereunder has been obtained beyond such expiration date, together with a certificate certifying that such insurance complies with the terms hereof, accompanied by any additional documentation regarding such Insurance requested by Secured Party. Section 4.6 Attorney-in Fact. Grantor irrevocably appoints Secured Party (and any assignee, mortgagee and/or lender of the Secured Party) its attorney-in-fact to file, settle, or adjust. and receive payment of, claims under any insurance policy required hereby and to endorse Grantor's name on any checks. drafts or other instruments in payment of such claims. and to otherwise act in Grantor's name and on its behalf to make, execute, deliver and fie any instruments or documents necessary in connection therewith, and to take any action as Secured Party (and any such assignee, mortgagee and/or lender) deems necessary or appropriate to obtain the benefits intended to inure to Secured Party under this Section 4. To the extent appropriate or permissible under applicable law, such appointment is coupled with an interest, is irrevocable, and will terminate only upon payment in full of the obligations set forth in this Agreement andfor any agreements, documents or instruments related thereto. Notwithstanding the foregoing, unless a Default or Event of Default has occurred and is continuing hereunder. Secured Party agrees that it will not exercise its powers as attorney in fact with respect to claims for damages in amounts payable under such policies of insurance which are less than the lesser of (i) 5100,000.00. or (u) ten percent (10%) of the principal amount of the Note if the original principal amount of the Note is under one million dollars (51,000,000). ARTICLE 5 - EVENTS OF DEFAULT AND REMEDIES Section 5.1 Events of Default Remedies. As used herein, the term 'Event of Default' means any of the following events: a) Grantor fails to pay any Installment of principal or interest on the Note or any amount due hereunder within ten (10) days after the same has become due; b) Grantor fails to keep in full force and effect any of the insurance required under this Agreement, or operates the Aircraft at a lime when, or at a place in which, such insurance is not in effect velem SDNY_GM_02761177 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248099 EFTA01331617 SDNY_GM_02761178 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248 I 00 EFTA01331618 c) Grantor fails to perform or observe any other covenant (including, without limitation, the financial covenants of Grantor set forth in Section 2.14 above), condition or agreement required to be performed or observed by It hereunder or under any agreement, document or certificate related hereto. and such failure continues for fifteen (15) days after written notice thereof from Secured Party to Grantor; Grantor defaults in the payment or performance of any other obligation to Secured Party or any affiliated Person controling, controlled by or under common control with Secured Party; e) any representation or warranty now or hereafter made or information now or hereafter provided by Grantor, including any financial information, proves to be or to have been false, inaccurate, or misleading in any material respect; f) the commencement of any bankruptcy. insolvency. arrangement, reorganization, receivership. liquidation or other similar proceeding by or against Grantor or any of its properties or businesses (which, in the case of a proceeding commenced against Grantor, has not been dismissed within sixty (60) days of the filing thereof), the appointment of a trustee, receiver, liquidator or custodian for Grantor or any of its properties or businesses, or the making by Grantor of a general assignment or deed of trust for the benefit of creditors; g) Grantor defaults in any obligation to a third party; h) if Grantor's obligations are guaranteed by any other party, an 'Event of Default' (under and as defined in the Guaranty executed by such Guarantor) shall occur; i) Grantor does or agrees to (i) sell. transfer or dispose of all or substantially all of its stock or other ownership interests, assets or properly, (I) merge with or into any other entity or engage in any form of corporate reorganization, (iii) become the subject of. or engage in, a leveraged buyout or (iv) terminate its existence by medlar, consolidation or sale of substantially all of its assets or othenNiSe: j) if Grantor is a privately held entity, more than 90% of Grantor's voting capital stock or ownership interests or effective control of Grantor's voting ownership interests or capital stock issued and outstanding from time to time is not retained by the holders of such stock or interests on the date of this Agreement; k) if Grantor is a publicly held corporation, there is a change in the ownership of Grantor's stock such that Grantor is no longer subject to the reporting requirements of the Securities Exchange Act of 1934 or no longer has a class of equity securities registered under Section 12 of the Securities Act of 1933: I) Grantor. if an individual, dies or. if a legal entity, is dissolved; m) Grantor becomes insolvent or generally fails to pay its debts as they became due or Grantor admits in writing its inability to pay its debts or obligations generaly as they become due: n) Secured Party determines, in its sole discretion and in good faith, that there has been a material adverse change in the business, operations or financial condition of the Grantor since the date of this Agreement or that Grantor's ability to make any payment hereunder promptly when due or otherwise comply with the terms of this Agreement or any other agreement between Secured Party and Grantor is impaired; o) any event or condition set forth in subsections (d) through (m) of this section occurs with respect to any Guarantor or other Person responsible, in whole or in part. for payment or performance of Grantor's obligations under this Agreement: p) any event or condition set forth in subsections (d) through (m) of this section occurs with respect to any affiliated Person, or any Person controlling, controlled by or under common control with Grantor, q) any of the liens created or granted hereby, or Intended to be granted or created hereby, to Secured Party fails to be valid, first priority perfected liens subject to no prior or equal lien: r) an additional lien (other than a Permitted Lien) attaches to the Equipment or any of the other Collateral, the Equipment or any of the other Collateral becomes subject to risk of seizure or forfeiture or Grantor creates in favor of or provides for the benefit of any Person (other than the Secured Party) or registers or consents to the registration with the International Registry of. an International Interest or a Prospective International Interest in or relating to the Airframe or Engines, or provides a IDERA in favor of any Person with respect to the Aircraft other than Secured Party; and 5) nonpayment by Grantor of any Rate Management Obligation when due or breach by Grantor of any term, provision or conditioned contained in any Rate Management Agreement. Pod PY SDNY_GM_02761179 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248101 EFTA01331619 SDNY_GM_02761180 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248 I 02 EFTA01331620 Section 5.2 pemedies. Upon the occurrence of an Event of Default, Lender may, (i) at its option, declare all of the Obligations, including the entire unpaid principal of all Notes. all 04 the unpaid interest accrued therein, and all of the other sums (i any) payable by Borrower under this Agreement, any Notes. or any of the other Loan Documents. to be immediately due and payable, plus three percent (3%) of the unpaid principal of all Notes declared due by Lender (as compensation for reinvestment costs and not as a penalty), and (ii) proceed to exercise any one or more of the following remedies and any additional rights and remedies permitted by law (none of which shall be exclusive), all of which are hereby authorized by Borrower. In addition. Secured Party may exercise any one or more of the following remedies, as Secured Party in its sole discretion elects: a) Proceed by appropriate court action, either at law or in equity, to enforce performance by Grantor of this Agreement or to recover damages. Including incidental and consequential damages, for the breach hereof. b) Cause Grantor, at its expense, promptly to return the Aircraft to Secured Party al such place as Secured Party designates. c) Enter upon any premises where the Aircraft is located and, without nonce to Grantor, lake immediate possession of and remove the same, together with any Engines and Parts, by self-help, summary proceedings or otherwise without any liability of any kind whatsoever on the part of Secured Party lot or by reason of such entry or taking of possession. d) Sell or otherwise dispose of the Aircraft by public or private sale, with or without notice to the Grantor, and without having the Aircraft present at the place of sale and in such manner as it deems appropriate. Secured Party may elect to purchase the Aircraft at such sale for a price not less than the highest bona fide bid given by a Person unrelated to Grantor. Grantor waives all of its rights under laws governing such sale to the extent permitted by law. Grantor hereby agrees that ten working days' prior notice to Grantor of any public sale or of the time after which a private sale may be negotiated will be conclusively deemed commercially reasonable notice. e) Hold, keep idle, lease, de-register, export or use or operate all or part of the Aircraft without any liability whatsoever and store the Aircraft on Grantor's premises pending lease or sale or hold a sale on such premises without liability for rent or costs whatsoever. Enter upon any premises where the Aircraft is located and. take immediate possession of and remove the same, together with any Engines and Parts, by any legal means. f) By offset, recoupment or other manner of application, apply any security deposit. monies held in deposit or other sums then held by Secured Party or any affiliate of Secured Party, and with respect to which Grantor has an interest, against any obligations of Grantorr arising under this Agreement, any Notes or any other Loan Document, whether or not Grantor has pledged, assigned or granted a security interest to Secured Party in any or al such sums as collateral for said obligations. g) Exercise any other right or remedy available to Secured Party under applicable law. In addition, Grantor will be liable for a costs, charges and expenses, including reasonable legal fees and disbursements. incurred by Secured Party by reason of the occurrence of any Event of Default or in enforcing Secured Partys rights under the Agreement, before or in connection with litigation and for any deficiency in the disposition of the Aircraft. Section 5.3 Remedies Cumulative. Each and every right, power and remedy herein specifically given to the Secured Party or otherwise in this Agreement or the other Loan Documents are cumulative and are in addition to every other right, power and remedy herein or therein specifically given or now or hereafter existing at law, including upon an Event of Default any applicable remedies specified under the Cape Town Treaty available to Secured Party, in equity or by statute, and each and every right, power and remedy whether specifically herein or therein given or otherwise existing may be exercised from time to time and as often and in such ceder as may be deemed expedient by the Secured Party, and the exercise or the beginning of the exercise of any power or remedy will not be construed to be a waiver of the right to exercise at the same tine or thereafter any other right, power or remedy. No delay or omission by the Secured Party in the exercise of any right, power or remedy or in the pursuit of any remedy will impair any such right. power or remedy or be construed to be a waiver of any default on the part of the Grantor to be an acquiescence therein. Section 5.4 Grantor's Waiver of Rights. To the extent permitted by applicable law, the Grantor hereby waives any rights, now or hereafter conferred by statute or otherwise, which might limit or modify any of the rights or remedies of the Secured Party under or in connection with this Article 5. including any right to require Secured Party to sell, lease or otherwise use the Aircraft in mitigation of Secured Party's damages as set forth herein. rune." xi SDNY_GM_02761181 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248103 EFTA01331621 SDNY_GM_02761182 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248 I 04 EFTA01331622 Section 5.5 Power of Attorney. The Grantor hereby appoints the Secured Party or its designated agent as such Grantor's attorney-intact, irrevocably, with full power of substitution, to collect all payments with respect to the Collateral due and to become due under or arising out of this Agreement or any other Loan Document, to receive all moneys (including proceeds of insurance) which may become due under any policy insuring the Collateral and all awards payable in connection with the condemnation, requisition or seizure of the Collateral, or any part thereof, to execute proofs of claim, to endorse drafts, checks and other instruments for the payment of money payable to the Grantor in payment of such insurance moneys and to do all other acts, things, take any actions (including the filing of financing statements or other documents) or institute any proceedings which the Secured Party may deem to be necessary or appropriate at any time to protect and preserve the interest of the Secured Party in the Collateral. or in this Agreement or the other Loan Documents. Section 5.6 Distribution of Amounts Received After an Event of Default. All payments received and amounts realized by the Secured Party with respect to the Collateral after an Event of Default has occurred and is continuing (whether realized from the exercise of any remedies pursuant to this Article 5 or otherwise). as wel as payments or amounts then held by the Secured Party as part of the Collateral, will be distributed by the Secured Party in the following order of priority: a) First, so much of such payments and amounts as are required to pay the expenses paid by the Secured Party pursuant to this Article 5 (to the extent not previously reimbursed) will be paid to the Secured Party; b) Second. so much of such payments or amounts as are required to pay the amounts payable to any Indemnified Party (to the extent not previously reimbursed) WI be paid to such Indemnified Party; c) Third, so much of such payments or amounts remaining as are required to pay In full the aggregate unpaid principal amount of the Loan, the accrued but unpaid interest thereon to the date of distribution, indemnification for funding losses, if any, and all other Obligations, will be paid to the Secured Party. such payments or amounts to be applied to the amounts so due, owing or unpaid in such order of application as the Secured Party may from time to time elect: and d) Fourth, the balance, if any. of such payments or amounts remaining thereafter will be paid to the Grantor. Section 5.7 Suits for Enforcement. In case of any default in payment of the Loan beyond any applicable grace period, then, regardless of whether or not the Loan has then been accelerated, the Secured Party may proceed to enforce the payment of the Loan. The Grantor agrees that, in the case of any default in the payment of the Loan, I will pay the Secured Party such further amount as is sufficient to pay the costs and expenses of collection, including reasonable attorneys' fees and expenses. ARTICLE 6 REPRESENTATIONS AND WARRANTIES Section 6.1 Representations, Warranties and Covenants of Grantor. Grantor represents. warrants and covenants that: a) Grantor's exact legal name is as set forth in the preamble of this Agreement and Grantor (i) is, and will remain, duly organized, existing and in good standing under the laws of the State set forth in the preamble of this Agreement, (ii) has its chief executive offices at the location set forth in such paragraph, (iii) is. and will remain, duly qualified and licensed in every jurisdiction wherever necessary to carry on its business and operations. (Iv) is and will continue to be a -citizen of the United States'. within the meaning of the Title 49. Subtitle VII of the United Stales Code. as amended and reoodified, and the regulations thereunder so long as any Obligations are due to Secured Party under the Loan Documents. (v) has not, within the previous six (6) years. changed its name, done business under any other names, changed its chief place of business from its present location, or merged or consolidated with any other entity except as previously disclosed to Secured Party, and (vi) is not insolvent within the meaning of any applicable stale or federal law, b) Grantor has full power. authority and legal right to enter into. and to perform its obligations under, each of the Loan Documents and has full right and lawful authority to grant the security interest described in this Agreement; c) The Loan Documents have been duly authorized, executed and delivered by Grantor and constitute legal, valid and binding agreements enforceable under all applicable laws in accordance with their terms, except to the extent that the enforcement of remedies may be limited under applicable bankruptcy and insolvency laws. rVr 11 el 20 SDNY_GM_02761183 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248105 EFTA01331623 SDNY_GM_02761184 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248 I 06 EFTA01331624 d) No approval, consent or withholding of objections is required from any governmental body, agency, authority or instrumentality or any other entity with respect to the entry into, or performance by. Grantor of any of the Loan Documents, except such as have already been obtained: a) The entry into. and performance by. Grantor of the Loan Documents will not (i) violate any of Grantor's organizational documents or any judgment, order, law or regulation applicable to Grantor, or (i0 result in any breach of, constitute a default under, or result in the creation of. any lien, claim or encumbrance on any of Grantor's property (except for liens in favor of Secured Patty) pursuant to. any indenture mortgage, deed of trust. bank loan. credit agreement, or other agreement or instrument to which Grantor is a party. There are no suits or proceedings pending or, to Grantor's knowledge. threatened in court or before any commission, board or other administrative agency against or affecting Grantor which could, in the aggregate, have a material adverse effect on Grantor, its business or operations. or its ability to perform its obligations under the loan Documents; g) MI financial statements, if any, delivered to Secured Party in connection with the Obligations have been prepared in accordance with generally accepted accounting principles, and since the date of the most recent financial statement there has been no material adverse change in Grantor's financial condition or business prospects; h) Grantor is (or, if the Aircraft is to be acquired hereafter, will be) and will remain Ihe sole lawful owner of the Aircraft and, except as otherwise consented to in writing by Secured Party, Grantor will remain In sole, open and notorious possession of the Aircraft Grantor has (or, if the Aircraft is to be acquired hereafter, will upon acquisition thereof have) good and marketable title to the Aircraft and power to dispose of the Aircraft, free and clear of all tens and encumbrances other than the lien evidenced by this Agreement and Permitted Liens. Grantor will, at all times during which any amount remains unpaid hereunder or under the Note, keep the Aircraft and the other Collateral free from all Liens, other than those in favor of Secured Party and Permitted Liens, and Grantor wilt defend the Aircraft and the other Collateral against all claims and demands of all other persons claiming any interest therein; Grantor has filed or caused to be filed all required federal, state and local tax returns, and has paid or caused to be paid and will continue to pay al taxes that are due and payable with respect to its business and assets (except if being contested in good faith and if adequate reserves for the payment thereof have been established). All sales, use, documentation or similar taxes, fees or other charges due and payable on or prior to the date hereof with respect to the sale to and purchase by Grantor of the Aircraft have been paid in full. Grantor will promptly pay or cause to be paid all taxes, license fees, assessments and public and private charges that are or may be levied or assessed on or against the Aircraft or the ownership or use thereof, or on this Agreement; jJ Grantor is the registered owner of the Aircraft, as shown in the records of the FAA and, so long as any of the Obligations remain unpaid, Grantor wit not impair such registration or cause It to be Impaired. suspended or cancelled, nor will Grantor register the Aircraft under the laws of any country except the United States of America: k) Grantor will promptly notify Secured Party of any facts or occurrences which do or, by passage of time or otherwise, will constitute a breach of any of the above warranties and covenants; I) Each of the Engines has 550HP or greater rated takeoff horsepower or the equivalent of such horsepower and, if a jet propulsion engine, has at least 1750 lbs of thrust or its equivalent; m) Except for (i) registration of the Aircraft with the FAA, (ii) filing and recording of this Agreement with the FAA, (iii) the filing of AC Form 8050.135 with respect to the International Interests assigned or created (or to be assigned or created in the case of Prospective Assignments or Prospective International Interests) in the Aircraft by this Agreement and effecting the registration of such interests with the International Registry and (iv) filing of a financing statement under the UCC. no further action, including any filing. registration or recording of any document, is necessary or advisable in order to establish and perfect Secured Party's interest in the Aircraft as against Grantor and/or any other Person; n) Grantor has no pending claims and Grantor has no knowledge of any facts upon which a future claim may be based, in each case for breath of warranty or otherwise, against any prior owner, any manufacturer, or any supplier of the Airframe, any Engine, or any Parts; o) The Records have been kept, and Grantor will so long as any Obligations remain outstanding continue to keep the Records, in accordance with the requirements of the FAA rules and regulations and industry standards. Pow •2 an SDNY_GM_02761185 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248107 EFTA01331625 SDNY_GM_02761186 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248 I 08 EFTA01331626 p) Grantor is. and will remain, in lull compliance with all laws and regulations applicable to it including without limitation, (i) ensuring that no person who owns a controlling Interest in or otherwise controls Borrower is or shall be (A) listed on the Specially Designated National and Blocked Person List maintained by the Office of Foreign Assets Control (OFAC'). Department of the Treasury and/or any other similar lists maintained by OFAC pursuant to any authorizing statute, executive order or regulations or (C) a person designated under Section 1(b), (c) or (d) of Executive Order No. 13224 (September 23. 2001), any related enabling legislation or any other similar executive order and (ii) compliance with all applicable Bank Secrecy Act CBS/VI laws. regulations and government guidance on BSA compliance and on the prevention and detection of money laundering violations ARTICLE 7 -- SECURITY INTEREST ABSOLUTE Section 7.1 Security Interest Absolute. All rights of the Secured Party and the security interests and International Interests assigned, granted to and created in favor of the Secured Party hereunder, and all obligations of the Grantor hereunder, wiR be absolute end unconditional, irrespective of: a) any lack of validity or enforceability of any Loan Document b) the failure of the Secured Party to: (i) assert any claim or demand or to enforce any right or remedy against the Grantor or any other Person under the provisions of the Loan Agreement any other Loan Document or otherwise: or 00 to exercise any right or remedy against any Guarantor of, or collateral securing, any of the Oblgations: c) any change in the time, manner or place of payment of, or in any other term of. al or any of the Obligations or any other extension, compromise or renewal of any of the Obligations: d) any reduction, limitation, impairment or termination of any of the Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and will not be subject to (and the Grantor hereby waives any right to or claim of) any defense or setoff. counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality. nongenuineness. irregularity, compromise. unenforceability of. or any other event or occurrence affecting. any of the Obligations: e) any amendment to, rescission. waiver, or other modification of, or any consent to departure from. any of the terms of the Loan Agreement or any other Loan Document; or fl any addition, exchange, release, surrender or nonperfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty. for any of the Obligations: or any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of. the Grantor, any surety or any guarantor. ARTICLE 8 — MISCELLANEOUS Section 8.1 Govemina Law; Jurisdiction. THIS AGREEMENT IS BEING DEUVERED IN THE STATE OF OHIO. THIS AGREEMENT, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, WILL IN ALL RESPECTS BE GOVERNED BY, AND BE CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF OHIO. WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES. Grantor hereby Irrevocably consents and agrees that any legal action, suit or proceeding arising out of or in any way in connection with this Agreement or any of the other Loan Documents may be Instituted or brought In the courts of the State of Ohio or in the United States Courts located in the State of Ohio. and the appellate courts from any thereof as Secured Pally may elect or in any other state or Federal court as Secured Party shall deem appropriate, and by execution and delivery of this Agreement, the Grantor hereby irrevocably accepts and submits to, and in respect of its properly, generally and unconditionally, the exclusive jurisdiction of any such court, and to all proceedings in such courts. Grantor irrevocably consents to service of any summons and/or legal process by first class. certified United Slates air mail, postage prepaid, to Grantor at the address set forth herein, such method of service to constitute, in every respect, sufficient and effective service of process in any such legal action or proceeding. Nothing in this Agreement or in any of the other Loan Documents shall affect the right to service of process in any other manner permitted by law or limit the right of Secured Party to bring actions, suits or proceedings in the courts of any other jurisdiction. Grantor further agrees that final judgment against it in any such legal action, suit or proceeding shall be conclusive and may be enforced in any other jurisdiction, within or outside the United States of America. by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the fact and the amount of the liability. Secured Party and Grantor agree that such state and Federal courts of and within the State of Ohio have non-exclusive jurisdiction in respect of any claims brought under the Cape Town Treaty relating to the Aircraft. Page Ilan SDNY_GM_02781187 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248109 EFTA01331627 SDNY_GM_02761188 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248110 EFTA01331628 Section 8.2 Notices. All notices and other communications hereunder will be in writing and wil be transmitted by hand, overnight courier or certified mail (return receipt requested), US postage prepaid. Such notices and other communications will be addressed if to Secured Party, Fifth Third Bank - Equipment Finance, 38 Fountain Square Plaza. M010904A, Cincinnati, Ohio 45263, and if to Grantor at the address set forth in the introductory paragraph of this Agreement or at such other address as any party may, from time to time, designate by notice duly given in accordance with this section. Such notices and other communications will be effective upon the earlier of receipt or three days after mailing if mailed in accordance with the terms of this section. Section 8.3 Time of the Essence. Time is of the essence in the payment and performance of all of Grantor's obligations hereunder and under the other Loan Documents. Section 8.4 Limitation as to Enforcement el Rights, Remedies and Claims. Nothing in this Agreement, whether express or implied, will be construed to give to any Person other than the Grantor and the Secured Party any legal or equitable right. remedy or claim under or in respect of this Agreement a any other Loan Document. Section 8.5 Severability of Invalid Provisions. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction will, as to such provision, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction will not invalidate or render unenforceable such provision in any other jurisdiction. Section 8.6 &gement GRANTOR WILL NOT SELL, TRANSFER, ASSIGN, CHARTER. LEASE, CONVEY. PLEDGE, MORTGAGE OR OTHERWISE ENCUMBER THE AIRCRAFT OR THIS AGREEMENT, AND ANY SUCH ATTEMPTED SALE, TRANSFER, ASSIGNMENT. CHARTER, LEASE, CONVEYANCE. PLEDGE. MORTGAGE OR ENCUMBRANCE. WHETHER BY OPERATION OF LAW OR OTHERWISE, SHALL BE OF NO FORCE OR EFFECT WITHOUT THE PRIOR WRITTEN CONSENT OF SECURED PARTY. IN ADDITION, GRANTOR WILL NOT ENTER INTO ANY INTERCHANGE AGREEMENT WITH RESPECT TO THE AIRCRAFT OR RELINQUISH POSSESSION OF THE AIRCRAFT OR ANY ENGINE. OR INSTALL ANY ENGINE OR PART. OR PERMIT ANY ENGINE OR PART TO BE INSTALLED, ON ANY AIRFRAME OTHER THAN THE AIRFRAME DESCRIBED HEREIN. No consent by Secured Party to any of the foregoing wit in any event relieve Grantor of primary, absolute and unconditional liability for its duties and obligations under this Agreement. Secured Party, at any time with or without notice to Grantor, may sea transfer, assign and/or grant a security interest in all or any part of Secured Partys interest in the Loan Documents or the Aircraft or any part thereof (each, a "Secured Party Transfer) and Grantor hereby expressly consents in advance to any such assignment by Secured Party of the Loan Documents and Secured Party's associated rights therein, including in connection therewith any assignment of Secured Party International Interests assigned or created hereunder in or relating to the Aircraft. Any purchaser, transferee, assignee or secured party of Secured Party (each a "Secured Party Assignee") vnll have and may exercise all of Secured Party's rights hereunder with respect to the items to which any such Secured Party Transfer relates, and Grantor will not assert against any Secured Party Assignee any claim Granter may have against Secured Party, provided Grantor may assert any such claim in a separate action against Secured Party. Upon receipt of written notice of a Secured Party Transfer. Grantor will promptly acknowledge in writing its obligations under this Agreement. will comply with the written directions or demands of any Secured Party Assignee and will make all payments due under the assigned Agreement as directed in writing by the Secured Party Assignee. Following such Secured Party Transfer. the term "Secured Party will be deemed to include or refer to each Secured Party Assignee. Grantor will provide reasonable assistance to Secured Party to complete any transaction contemplated by this subsection. Subject to the restriction on assignment contained in this subsection, this Agreement inures to the benefit of, and is binding upon, the successors and assigns of the parties hereto. Section 8.7 Benefit of Parties Successors and Assigns. Entire Agreement. All representations, warranties, covenants and agreements contained herein or delivered in connection herewith will be binding upon, and inure to the benefit of. the Grantor and the Secured Party and their respective legal representatives, successors and assigns. This Agreement. together with the other Loan Documents, constitute the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes aft prior understandings and agreements of such parties. Section 8.8 Further Assurances. At any time and from time to time, upon the reasonable request of the Secured Party, the Grantor will promptly and duly execute and deliver any and all such further instruments and documents and take such action (including providing any necessary consents) with the International Registry as may be reasonably specified in such request, and as are reasonably necessary to perfect, preserve or protect the security interests, International Interests and assignments created or intended to be created hereby, or to obtain for the Secured Party the full benefit of the specific rights and powers herein granted and assigned. including the execution and delivery of Uniform Commercial Code financing statements and continuation statements with respect thereto, or similar instruments relating to the perfection of the mortgage, security interests, International Interests or assignments created or intended to be created hereby. Pop 14.110 SDNY_GM_02761189 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248 II I EFTA01331629 SDNY_GM_02761190 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248 I 12 EFTA01331630 Section 8.9 Performance by Secured Party. In its discretion, the Secured Party may (but will not be obligated to), at any time and from time to time (regardless of whether or not a Default or an Event of Default has occurred), for the account of the Grantor, pay any amount required to be paid by the Grantor hereunder, or do any act required of the Grantor hereunder, and which the Grantor fairs to pay or do at the time required, and any such payment will be repayable to the Secured Party by the Grantor on demand, will bear interest at the Default Rate, and will be secured by the Collateral. Section 8.10 Indemnity. Grantor will indemnify and hold harmless Secured Party and each Secured Party Assignee, on an after tax basis, from and against any and all liabilities. causes of action, claims, suits, penalties, damages, losses, costs or expenses (including attorneys' fees). obligations, demands and judgments (collectively. a "Liability") arising out of or in any way related to: (a) Grantor's failure to perform any covenant under any of the Loan Documents, (b) the unlmth of any representation or warranty made by Grantor under the Loan Documents. (c) the order. manufacture, purchase, ownership, selection, acceptance, rejection, possession. rental. sublease, operation, use. maintenance, control, loss, damage, destruction, removal, storage, surrender, sale, condition, delivery, return or other disposition of or any other matter relating to the Aircraft, or (d) injury to persons. property or the environment including any Liability based on stria liability in tort, negligence, breach of warranties or Grantor's failure to comply fully with applicable law or regulatory requirements: provided, that the foregoing indemnity will not extend to any Liability to the extent resulting solely from the gross negligence or willful misconduct of Secured Party. Section 8.11 Amendments. Neither this Agreement, nor any of the terms hereof, may be terminated, amended, supplemented, waived or modified orally, bul only by an instrument in writing which is signed by the party against whom the enforcement of the termination, amendment, supplement, waiver or modification is sought. Section 8.12 Waiver of Jury Trial. SECURED PARTY AND GRANTOR HEREBY EACH WAIVE THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THE AIRCRAFT OR THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS. THIS WAIVER IS MADE KNOWINGLY. WILLINGLY AND VOLUNTARILY BY SECURED PARTY AND GRANTOR, WHO EACH ACKNOWLEDGE THAT NO REPRESENTATIONS HAVE BEEN MADE BY ANY INDIVIDUAL TO INDUCE THIS WAIVER OF TRIAL BY JURY OR IN ANY WAY TO MODIFY OR NULLIFY ITS EFFECT. THIS WAIVER APPLIES TO ANY SUBSEQUENT AMENDMENTS, RENEWALS. SUPPLEMENTS OR MODIFICATIONS HERETO. GRANTOR AGREES THAT IT WILL NOT ASSERT ANY CLAIM AGAINST THE SECURED PARTY OR ANY OTHER PERSON INDEMNIFIED UNDER THIS AGREEMENT ON ANY THEORY OF LIABILITY FOR SPECIAL, INDIRECT. CONSEQUENTIAL. INCIDENTAL OR PUNITIVE DAMAGES. Section 8.13 Counterpart Execution Joint and Several Liability. This Agreement and any amendments to this Agreement may be executed in any number of counterparts and by different parties on separate counterpans, each of which, when so executed and delivered, will be an original, but all such counterparts will together constitute but one and the same instrument. Fully executed sets of counterparts will be delivered to, and retained by. the Grantor and the Secured Party. If this Agreement is executed by more than one Person as Grantor, the obligations of all such signers hereunder will be joint and several and all references to 'Grantor' will apply both jointly and severally. ARTICLE 9 -- DEFINITIONS Section 9.1 Definitionl. In this Agreement, unless the context otherwise requires. the terms defined herein and in any agreement executed in connection herewith include, where appropriate, the plural as well as the singular and the singular as well as the plural. Except as otherwise indicated, all agreements defined herein refer to the same as from time to time amended or supplemented, or the terms thereof waived or modified in accordance herewith and therewith. The terms Including."includes' and Include' will be deemed to be followed by the words 'without limitation.' Unless otherwise defined here-h. capitalized terms used herein have the meanings given thereto in the Note. The following terms have the respective meanings set forth below: a) 'Act' means the Federal Aviation Act of 1958. as amended from time to time and recodified at 49 U.S.C. § 44101 et seq. b) 'Agreement', 'this Agreement', "hereby". 'herein'. 'hereof", 'hereunder or other like words means this Aircraft Secunty Agreement, as it may be amended, modified or supplemented from tine to time. c) 'Aircraft' means the Airframe together with the Engine(s), whether or not such Engine(s) are installed on the Airframe or any other airframe. d) 'Airframe' means (i) one (1) Raytheon Aircraft Company 400A aircraft (excluding, however, the Engine or engines from time to time installed thereon) having the United Stales Registration Number and r/0.e.rm SDNY_GM_02781191 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248 1 1 3 EFTA01331631 SDNY_GM_02761192 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248 I 14 EFTA01331632 manufacturers serial number specified on Schedule 1 attached hereto. (ii) any and all avionics, appliances, instruments, accessories and pans, and all replacements therefor, which are from time to time incorporated or installed in or attached thereto or which have been removed therefrom, and (iii) any replacement airframe which may from time to time be substituted for such Airframe in accordance with the terms of the Agreement. e) 'Business Day' means a day other than a Saturday or Sunday on which the banks are open for business in Cincinnati. Ohio. 0 'Cape Town Treaty' has the meaning provided in 49 U.S.C. §44113(1). 9) 'Closing Date' means the date on which the Secured Party makes the Loan to Grantor pursuant to the Note. h) 'Collateral' has the meaning set forth in Section 1.1 hereof. I) 'Commodity Exchange Act' means the Commodity Exchange Act (7 U.S.C. § 1 et seq.). as amended horn lime to time, and any successor statute. j) 'Default' means an event which, after the giving of notice or lapse of time, or both, would become an Event of Default. k) 'Default Rate' means the rate per annum set forth in Section 7 of the Note. I) 'IDERA' means an Irrevocable De-Registration and Export Request Authorization in substantially the form annexed to the Cape Town Treaty. m) 'Engine' means (i) each of the (2) engines manufactured by Williams International. model FJ44- 3AP Series having the manufacturer's serial number specified on Schedule 1 attached hereto (which engine(s) have 550HP or greater rated takeoff horsepower or the equivalent of such horsepower and, if such engine is a jet propulsion aircraft engine, has at least 1750 lb of thrust or its equivalent), whether or not from time to time installed on the Airframe or any other airframe, (ii) any replacement engine which may from time to time be substituted for the Engine pursuant to the terms of the Agreement, and (iii) in each case, any and all pans which are from lime to time incorporated or installed in or attached to the Engine and any and all parts removed therefrom. n) 'Equipment' means any or all of the Airframe, Engines and Parts. o) • Event of Default' has the meaning set forth in Section 5.1 hereof. P) 'Event of Loss' means' the Aircraft is lost, stolen, destroyed, rendered permanently unfit for its intended use, or irreparably damaged. from any cause whatsoever; (ii) the Aircraft Is returned to the manufacturer or seller or either of their agents or nominees pursuant to any warranty settlement or patent indemnity settlement; (ill) the Aircraft is damaged to the extent that an insurance settlement is made on the basis of a total loss or a constructive or compromised total loss: (iv) the Aircraft is prohibited from use for air transportation by any agency of the Government for a period of six months or more; or (v) the Aircraft is taken or requisitioned by condemnation or otherwise by any governmental Person, including a foreign government a the Government resulting in loss of possession by the Grantor for a period of six months or more. An Event of Loss with respect to the Aircraft will be deemed to have occurred if an Event of Loss occurs with respect to the Airframe that constitutes a part of the Aircraft. 'Excluded Swap Obligation' means, with respect to any guarantor of a Swap Obligation, including the grant of a security Interest to secure the guaranty of such Swap Obligation, any Swap Obkgation if, and to the extent that, such Swap Obligation is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such guarantor's failure for any reason to constitute an -eligible contract participant' as defined in the Commodity Exchange Act and the regulations thereunder at the time the guaranty or grant of such security interest becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Swap Obligation or security interest is or becomes illegal. Pa. ltMH SDNY_GM_02761193 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248 1 1 5 EFTA01331633 SDNY_GM_02761194 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248116 EFTA01331634 r) 'FAA' means the United Slates Federal Aviation Administration or any governmental Person. agency or other authority succeeding to the functions of the Federal Aviation Administration. s) 'Government' means the federal government of the United States of America or any instrumentality or agency thereof. "Guarantor" means individually and collectively, any guarantor of Grantor's obligations owed to Secured Patty. u) 'Guaranty' means individually and collectively, any agreement under which any Guarantor guarantees Grantor's obligations owed to Secured Party. v) 'Incorporated in' means incorporated. installed in or attached to or otherwise made a pad of. w) 'Indemnified Parties' means the Secured Party and its successors, assigns, transferees, directors, officers, employees, shareholders. servants and agents. x) international Interest' shall have the meaning provided thereto in the Cape Town Treaty. y) *International Registry' has the meaning provided in 49 V.S.C. §44113(3). z) 'Lien' means any assignment, mortgage, pledge, lien, charge. encumbrance, lease security, interest International Interest. Prospective Assignment, Prospective International Interest, or any claim or exercise of rights affecting the title to or any interest in property. aa) 'Loan Documents' means. collectively, this Agreement, the Note, the Guaranty, if any, an IDERA in favor of Secured Party, the Rale Management Agreement and all other documents prepared by Secured Party and now or hereafter executed in connection therewith and all amendments, restatements. modifications and supplements thereto. bb) 'Loss Value' means 100% of the amount necessary to pay in full, as of the date of payment thereof, the principal and accrued interest on the Loan plus any prepayment premium If an Event of Loss occurs during a period of time when no prepayment is permitted, the Loss Value will include a prepayment premkrn in an amount equal to 3% of the then outstanding principal balance remaining under the Note. cc) 'Modified Following Business Day Convention' means the fist following day that is a Business Day unless lhat day falls in the next calendar month, in which case that date will be the first preceding day that is a Business Day. dd) 'Note' mean. collectively, all now existing or hereafter executed promissory notes by Grantor as maker in favor of Secured Party, which, according to their respective terms, are executed pursuant lo, and secured by the Collateral pledged under, this Agreement, and all amendments, restatements. modifications and supplements thereto. ee) 'Note Payment Date' has the meaning set forth in the Note. ff) 'Obligations' has the meaning given in Section 1.1. gg) 'Parts' means all appliances, parts, components, instruments. appurtenances. accessories, furnishings and other equipment of whatever nature (other than a complete engine or engines) whether now owned or hereafter acquired which may from time to time be incorporated in the Airframe or any Engine (and means any of the foregoing) or, after removal therefrom, so long as such Pads remain subject to the Lien of this Agreement in accordance with Section 2.4 or Section 2.5 hereof. hh) 'Prospective Assignment' shall have the meaning provided thereto in the Cape Town Treaty. 'Prospective International Interest' shall have the meaning provided thereto in the Cape Town Treaty. 'Permitted Lien' means: 0) Liens in favor of or expressly consented to in writing by the Secured Party. and (ii) mechanics or other like Liens arising in the ordinary course of business for amounts which are not material and the payment of which is either not yet due or is being contested in good faith by appropriate proceedings so long as such proceedings do not, in the Secured Party's opinion, involve any material danger of the attachment, sale, forfeiture or loss of any item of Equipment or any interest therein (including the Lien of the Secured Party). 4.0 I? SDNY_GM_02761195 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248117 EFTA01331635 SDNY_GM_02761196 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248 I 18 EFTA01331636 kk) 'Person' means any individual, corporation, partnership, limited liability company, joint venture, association. joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof. II) 'Primary Hangar Location' has the meaning specified in Section 2.8. mm) 'Purchase Agreement' (if any) means the Purchase Agreement dated October 2. 2013. between Nextant Aerospace. 1.1C as seller, and Grantor as buyer, as it may be amended, modified or supplemented from time to time. nn) "Rate Management Agreement" means any agreement, device or arrangement providing for payments which we related to fluctuations of interest rates, exchange rates, forward rates, or equity prices. including, but not limited to, dollar-denominated or cross-currency interest rate exchange agreements, forward currency exchange agreements, interest rate cap or collar protection agreements, forward rale currency or interest rate options, puts and warrants, and any agreement pertaining to equity derivative transactions (e.g., equity or equity index swaps. options. caps, floors, collars and forwards). including without limitation any ISDA Master Agreement between Grantor and Secured Party or any affiliate of Fifth Third Bancorp. and any schedules. confirmations and documents and other confirming evidence between the ponies confirming transactions thereunder, all whether now existing or hereafter arising, and in each case as amended, modified or supplemented from time to tore. oo) 'Rate Management Obligations means any and all obligations of Grantor to Secured Party or any affiliate of Filth Third Bancorp, whether absolute, contingent or otherwise and howsoever and whensoever (whether now or hereafter) created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefore), under or in connection with (i) any and all Rate Management Agreements. and (10 any and all cancellations, buy-backs, reversals, terminations or assignments of any Rate Management Agreement. pp) 'Records' means the records, logs and other material described in Section 2.2. qq) 'Swap Obllgatlon' means any Rate Management Obligation that constitutes a 'swap' within the meaning of section la(47) of the Commodity Exchange Act, as amended from time to time. rr) 'UCC' or 'Uniform Commercial Code' means the Uniform Commercial Code as in effect in any applicable jurisdiction. (Signature pages follow" SDNY_GM_02781197 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002481 I 9 EFTA01331637 SDNY_GM_02761198 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248 I 20 EFTA01331638 IN WITNESS WHEREOF, the parties have each executed this Aircraft Security Agreement, as of the date set forth above. GRANTOR: THORAIR, LLC By: X Name Title: NIA T Pltsfdenf o rtrinc.,ifs Mt(Pbt, Address: 2520 South Campbell Street, Sandusky, OH 44070 Attention: Telecopier: STATE OF CAI O ) ss COUNTY OF Fr 1.0 On this day of December, 2013. before me the syDacnber personally appeared 6,A, e Ih..37:3-12reho being by me dultsworn, did depos and s§y‘that he resides al 2 ti < County. State of b'ncm • that he is the VierninCY3 5t- of I TiCif kir the corporation described In and which executed the foregoing instrument: and that he signed his name thereto by order of the Board of Directors of said company. • ad /Ai Am NOTARY PUbLIC My Commission Expires: JACQUE". YN NOTARY e-tat.IC STATE OF OHIO Recorded in Marina County My commission expires Sep. :P. 2016 Paso IDS 20 SDNY_GM_02761199 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248121 EFTA01331639 A SDNY_GM_02761200 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248 I 22 EFTA01331640 SECURED PARTY: STATE OF COUNTY OF Ffavviikhri;ss FIFTH THIRD BA By: Name: The: Address: 38 Fountain Square Plaza Cincinnati, Ohio 45263 Attention: Teleccpier. Christen Hy* Vice President N/P On this 11 14day of December, 2013. before me the subs • er per on ly appeared Etiln.theAl being by, me dtly.swfstrli, did depose and say; that he resides at County, State of Ohio: that tfe Is a t reAiastliliiiFifti Third bank, the entity described in and which executed the foregoing instrument and that he sig ed his name thereto by order of the Board of Directors of said corporation. No TARP PUBLIC My Commission Expires: PAULA D. McOUEEN Rotary Mir., State of Ohio COmmission EONS Caolar 21,2018 Pep 20 73 SDNY_GM_02761201 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248 I 23 EFTA01331641 SDNY_GM_02761202 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248 I 24 EFTA01331642 Schedule 1 to Aircraft Security Agreement Airframe Make and Model: United Slates Registration Number: Airframe Manufacturer's Serial Number: Engine Make and Model: Engine Manufacturer's Serial Numbers: Avionics: Additional Features: Cabin Equipment 8 Ertenainment Features: Raytheon Aircraft Company 400A N493LX RK-244 Williams International FJ44-3AP 252767 and 252768 Rockwell Collins Pro Line 21"t Avionics Suite with two Primary Flight Displays (PFD), two Multi-Function Displays (MFD). Single IFIS electronic chat installation, Dual solid-slate AHRS-3000S, TCAS-II, WAAS/LPV Enablement, 406 MHz ELT and DBU-5000 data loader XM Weather providing graphical weather display on either MFD, Aircell Assess@ System: Combined high-speed wireless inlemet 8 dual Satellite phones Senate . 'CM. I SDNY_GM_02761203 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248125 EFTA01331643 SDNY_GM_02761204 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248 I 26 EFTA01331644 Exhibit A to Aircraft Security Agreement FORM OF IRREVOCABLE DE-REGISTRATION AND EXPORT REQUEST AUTHORIZATION IRREVOCABLE DE-REGISTRATION AND EXPORT REQUEST AUTHORIZATION THIS IRREVOCABLE DE-REGISTRATION AND EXPORT REQUEST AUTHORIZATION IS UNKED TO AND PART OF THAT CERTAIN AIRCRAFT SECURITY AGREEMENT DATED DECEMBER 27, 2013, BY AND BETWEEN THORAIR, LLC AND FIFTH THIRD BANK, WHICH IS BEING FILED WITH THE FEDERAL AVIATION ADMINISTRATION CONTEMPORANEOUSLY HEREWITH December 27.2013 To: Federal Aviation Administration Re: Irrevocable De-Registration and Export Request Authorization The undersigned is the registered owner of the Raytheon Aircraft Company 400A bearing manufacturers serial number RK-244 and registration N493LX (together with all installed, incorporated or attached accessories, parts and equipment, the 'aircraft"). This instrument is an irrevocable de.registration and export request authorization issued by the undersigned in favor of Fifth Third Bank ('the authorized party, under the authority of Article XIII of the Protocol to the Convention on International Interests in Mobile Equipment on Matters specific to Aircraft Equipment. In accordance with that Article, the undersigned hereby requests: (i) recognition that the authorized party or the person it certifies as its designee is the sole person entitled to: (a) procure the de-registration of the aircraft from the Aircraft Register maintained by the Federal Aviation Administration. for the purposes of Chapter III of the Convention on International Chen Aviation, signed at Chicago, on 7 December 1944, and (b) procure the export and physical transfer of the aircraft from the United States of America; and confirmation that the authorized party or the person it certifies as its designee may take the action specified in clause (i) above on written demand without the consent of the undersigned and that, upon such demand, the authorities in the United States of America shall cooperate wilh the authorized party wkh a view to the speedy completion of such action. The rights in favor of the authorized party established by this instrument may not be revoked by the undersigned without the wntten consent of the authorized party. Please acknowledge your agreement to this request and its terms by appropriate notation in the space provided below and lodging this instrument in the Aircraft Register maintained by the Federal Aviation Administration. THORAIR, LLC By: EXHIBIT A- DO NOT SIGN Name: Title: NASA - POW , On SDNY_OM_02761205 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248127 EFTA01331645 CERTIFICATE I hereby certify that I have instrument with the origi it is a true and c red this nstrument and of said original. VIIOHV-1)40 ALSO IINOHY1>I0 Oh 2 IM 0£ 030 (101 BO NOIIVILLSIO3II VV,.I N11M 03114 SDNY_GM_02761206 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248128 EFTA01331646 DOCUMENT LEVEL ANNOTATIONS FOR DOCUMENT ARE005634587 Orig #7130 tet'd to CND SDNY_GM_02761207 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248129 EFTA01331647 SDNY_GM_02761208 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248 I 30 EFTA01331648 QD a IRREVOCABLE DE-REGISTRATION AND EXPORT REQUEST AUTHORIZATION THIS IRREVOCABLE DE-REGISTRATION AND EXPORT REQUEST AUTHORIZATION IS LINKED TO AND PART OF THAT CERTAIN AIRCRAFT SECURITY AGREEMENT DATED DECEMBER 27, 2013, BY AND BETWEEN THORAIR, LLC AND FIFTH THIRD BANK, WHICH IS BEING FILED WITH THE FEDERAL AVIATION ADMINISTRATION CONTEMPORANEOUSLY HEREWITH December 27. 2013 To: Federal Aviation Administration Re: Irrevocable De-Registration and Export Request Authorization The undersigned is the registered owner of the Raytheon Aircraft Company 400A bearing manufacturers serial number RK-244 and registration N493LX (together with all installed, incorporated or attached accessories, parts and equipment, the 'aircraft"). This instrument is an irrevocable de-registration and export request authorization issued by the undersigned in favor of Fifth Third Bank (lhe authorized party) under the authority of Article XIII of the Protocol to the Convention on International Interests in Mobile Equipment on Matters specific to Aircraft Equipment. In accordance with that Article, the undersigned hereby requests: 0) recognition that the authorized party or the person it certifies as its designee is the sole person entitled to: (a) procure the de-registration of the aircraft from the Aircraft Register maintained by the Federal Aviation Administration for the purposes of Chapter III of the Convention on International Civil Aviation, signed at Chicago. on 7 December 1944, and (b) procure the export and physical transfer of the aircraft from the United States of America: and (ii) confirmation that the authorized party or the person it certifies as its designee may take the action specified in clause (i) above on written demand without the consent of the undersigned and that, upon such demand, the authorities in the United States of America shall co-operate with the authorized party with a view to the speedy completion of such action. The rights in favor of the authorized party established by this instrument may not be revoked by the undersigned without the written consent of the authorized party. Please acknowledge your agreement to this request and its terms by appropriate notation in the space provided below and lodging this instrument in the Aircraft Register maintained by the Federal Aviation Administration. THORAIR, L By: Name: '41 •4(a- nAe. Ise.) Title: Thortut, Inc SDNY_GM_02761209 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248131 EFTA01331649 VPIOHV1)10 ALIO VPIOHMIO 61? Z ltld 0£ 030 EIOZ 119 NOLLVILLS1031114VHOBIV YU KIM 0311d SDNY_GM_02761210 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248132 EFTA01331650 DOCUMENT LEVEL ANNOTATIONS FOR DOCUMENT ARE005467132 See Recorded Cony URT008294 Doc Id 07131 SDNY_GNI_02761211 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248B3 EFTA01331651 SDNY_GM_02761212 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248 I 34 EFTA01331652 DELCARATION of INTERNATIONAL OPERATIONS The undersigned owner of aircraft N493LX Manufacturer Raytheon Aircraft Company Model 400A Serial Number RK-244 declares that this aircraft is scheduled to make an international flight on 12/3i /2013 as flight Number N/A departing Richmond Helohts, OH with a destination of Windsor. Ontario. Canada required route between two points in the United States Involves international navigation, explain under Comments below, e.g. 'partly over Canada- or 7partly in international airspace.] Expedited registration in support of this international flight is requested this day of IC rrnb€.r 2013 with knowledge that: Whoever, in any matter within the jurisdiction of the executive branch of the Government of the United States, knowingly and willfully makes or uses any false writing or document knowing the same to contain any materially false, fictitious or fraudulent statement of representation shall be fined under Title 18 United States Code or imprisoned not more than 5 years. or both. 18 U.S.C. §1001(a). Name of Owner: Thork , LLC Signature: \\....„..... l...-"' c .....„..... Typed Name and Title of Signer raj" ci 4,A/59Ift 1:44( .)(scrod{ *If required route between two points in the United States involves international navigation, explaiq under Comments, e.g. "partly over Canada" or "partly in international airspace". Comments: Please fax the flying time wire to lnsurp Filed by: '' AD- Rosalie Lowman Insur Service Inc Phone tle Service Inc. at i In'. jr r n. 441* SDNY_GM_02761213 g 0 a 0 0 0 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248 I 35 EFTA01331653 VIAIOHV1NO A110 VVIOHV-010 91 € 418 0£ 330 WE 138 NOUNtilS1938 10210813r al HUM 03114 SDNY_GM_02761214 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248 136 EFTA01331654 FORM APPROVED OMB No. 2120-0042 UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION PCOISRAI.AWATION AOMINISTRATION•IMIKE PAOPIRONInf AilltONAUTICAt. WINTER AIRCRAFT REGISTRATION APPLICATION 7 CERT: ISSUE DATE REGISTRATI0N TATES NUMBER N 493I_X AIRCRAFT MANUFACTURER & MODEL Raytheon Aircraft Ccrrpany 400A AIRCRAFT SERIAL NO. RK -244 FOR FAA USE ONLY TYPE OF REGISTRATION (cotes One box) 01. Individual 02. Partnership 0(3. Corporation Oa. Co-Owner K 5. Government O 8. Non-Citizen Corporation 0 9. Non-Citizen Corporation Co-Owner NAME OR APPLICANT (Person(s)) shown on evidence of ownership. 11 Individual. give last name. first name. and middle initial.) 4110 ThorAir, LLC Physical Address: 312 Neilsen Ave. Sandusky, OH 44870 TELEPHONE NUMBER: ( I ADDRESS (Permanent mailing address for Met aPPliCent on list) (II P.O. Sox Is used: physical address must also be shOwn.) PrO. Box 2210 SI) I a Number and street: !le.; ,,,,,-t ye. Rural Route: P.O. Box: ,a...a.J $s" CITY Sandusky STATE OH ZIP CODE 44871 0 ' CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION! Read the following statement before signing this application. This portion MUST be completed. A false or dishonest answer to any question in this application may be grounds for punishment by line and/or imPrleOnment III (U.S. Code. Title 18. Sec. 1001). CERTIFICATION UWE CERTIFY: (1) That the above *Petrel is owned by the undersigned applicant, who Is a citizen (including corporations) of the United States. (For voting trust, give name of trustee: / or' I:HECK ONF AC APPROPRIATE' a. 0 A resident alien, with alien registration (Form 1-.151 or Form 1-551) No. b. 0 A non-cIttren corporation organized and doing business under the laws of (state) and said aircraft Is based and primarily used In the Untied States. Records or night hours are 'Wettable for inspection at (2) That the aircraft is not registered under the laws of any foreign country; and (3) That legal evidence of ownerShip is attached or nes been filed with the Federal Aviation Administration. NOTE: If executed for co-ownership all applicants must sign. Use reverse aide if necessary. ' ' . TYPE OR PRI NAME BELOW SIGNATURE EACH PART OF THIS APPLICATION MUST BE SIGNED IN INK. SIGNATURE \---- litli P , -....aa........ - k-- DATE SIGNATURE r TITLETA xv . 5 / 20,- i- ..Les.C . ( .1 I- is i lin.e...P1.-tine„C DATE DlakYLC k -11' 1O, 15nen SIGNATURE • Tote DATE NOTE Pending receipt of the Certificate of Aircraft Regis ration• the aircraft may be operated fOr a period not h of 90 days. during which time the PINK copy of this application must be carried in the aircraft. AC Form 8050-1 (5/12) (NSN 0052-00-628-900T) SDNY_GM_02761215 D SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248 I 37 EFTA01331655 • • ViVOWVINO All9 VP4OHV1NO 8T T bid 0£ 830 1102 ?JO NOILVIIISI03LI r VV1 SDNY_GM_02761216 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248138 EFTA01331656 UNITED STATES OF AMERICA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADIANISTRATON AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N493LX AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS 3Or" DAY OF Dec. ., 2013 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: FORM APPROVED OMB NO. 2120-0042 Do Not write In TN, BLock FOR FAA USE ONLY PURCHASER NAME AND ADDRESS (IF INDIVIDUAL (S), GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL.) THORAIR, LLC P.O. BOX 2218 SANDUSKY, OH 44871 PHYSICAL ADDRESS: 312 NEILSEN AVE. SANDUSKY, OH 44870 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS so'" DAY OF Dec. , 2013. SELLER NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) (IN INK) (IF EXECUTED FOR CO-OWNERSHIP, ALL MUST SIGN.' TITLE (TYPED OR PRINTED) NEXTANT AEROSPACE, LLC MICHAEL A. ROSSI MANAGER I, ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (1109) (NSN 0052-03-829-0003) Supersedes Previous Edition 133041333458 $5.00 12/30/2013 'Aircraft used henail shag I'M. mg &moms- °escaped below and the 11111i0 MOM n 1414 aircraft emjnesyith manufacturers serial numbers anall-P8 and e2591U1 SDNY_GM_02761217 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 0 O O 0 3 0 0 3 O V 0 EFTA 00248139 EFTA01331657 VHOH1/1)10 1110 VIVOI1V1NO 91 T Wd 0£ 3d0 £102 aB NOIIIMIS103211AVIJOWV VV! HIIM 03114 SDNY_GM_02761218 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248140 EFTA01331658 O0 UNITED STATES OF AMERICA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N493LX AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS ,ATM DAY OF 1 ., 2013 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: FORM APPROVED OMB NO. 2120-0042 Do Not Write In This Block FOR FAA USE ONLY PURCHASER NAME AND ADDRESS (IF INDIVIDUAL (St ONE LAST NAME, FIRST NAME. AND MIDDLE INITIAL ) NEXTANT AEROSPACE, LLC 355 RICHMOND ROAD CLEVELAND, OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS. ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER. AND WARRANTS THE TITLE THEREOF. TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS '" DAY OF 2013. XI -?ec • CL U.I -1 -I LLI U) NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) (IN INK) OF EXECUTED FOR CO-OWNERSHP, AU. MUST SIGN.) TITLE (TYPED OR PRINTED) FLIGHT OPTIONS, LLC -.--"{-..------ VP ADMINISTRATION MICHAEL METERA & CONTRACTS ACKNOWLEDGEMENT INOT REQUIRED FOR PURPOSES OF FM RECORDING: HOWEVER. /MY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (1/09) (NSN 00524)04294003) Supersedes Previous Edition 'Ain:callused herein shall Include Na airframe deser.ted helves and the 1,0;11) Wert. model FSNy airaahengineSveLh rnantdacluiees serial numbers 252 7 l08 and a5,aiks-) 0 0 0 0 a 0 0 0 0 SDNY_GM_02761219 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248141 EFTA01331659 VIMP/1)10 VII0HV1710 5T T Lid OE 030 Et01 NOUVU1SID3ti 1080111V HUM 03113 SDNY_GM_02761220 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248 I 42 EFTA01331660 FAA RELEASE OF LIEN The Prudential Insurance Company of America - Collateral Agent, as secured party under the Security Agreements and Amendments to Security Agreements (the 'Security Agreements"), described and defined on Exhibit A attached hereto, hereby releases from the terms of the Security Agreements all of its right, title and interest in and to the Aircraft and Engines ("Aircraft and Engines") described and defined on Exhibit A attached hereto. IN WITNESS WHEREOF the parties have signed this FM Release of Lien as of this ars day of Inicurr.in 2013. The Prudential Insurance Company of America as Collateral Agent OA JO owe By: Name: Title: Vice President SDNY_GM_02761221 0 0 O 8 • a a W O SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248 143 EFTA01331661 VH0HTDI0 ADD ni0HV1)10 Th E Wd .8Z !NW Mil H8 NO108.1310311 liV802111/ V114 HUM 03114 SDNY_GM_02761222 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248144 EFTA01331662 EXHIBIT A FAA RELEASE Security Agreements Aircraft Security Agreement dated November 16, 2011 between The Prudential Insurance Company of America - Collateral Agent, as secured party and Flight Options,. LLC, as debtor, recorded by the Federal Aviation Administration on December 14, 2011 as conveyance number KT006654. First Amendment to Aircraft Security Agreement KT006654 dated January 10, 2013 recorded January 24, 2013 as FM conveyance number CW006411 between The Prudential Insurance Company of America - Collateral Agent, as secured party and Flight Options, LLC as debtor. Aircraft and Engines N493LX, Raytheon Aircraft Company 400A, Serial Number RK-244 and Two (2) Pratt & Whitney Canada JT15D-5 Engines, Serial Numbers PCE-JA0256 and PCE-JA0257. SDNY_GM_02761223 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248 I 45 EFTA01331663 VWOHVI)10 All0 VWOHV1NO Th C bid 82 UN £102 aB NOILVIIISID38 14V83WV SLIM 03114 SDNY_GM_02761224 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248 I 46 EFTA01331664 DOCUMENT LEVEL ANNOTATIONS FOR DOCUMENT ARE004629477 See recorded conveyance number KT006654 et al Doc ID 6550 SDNY_GM_02761225 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248I47 EFTA01331665 SDNY_GM_02761226 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248 I 48 EFTA01331666 U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION CROSS-REFERENCE-RECORDATION RECORDED CONVEYANCE FILED IN: NNIIM: 493IX SERIAL NUM: RE-244 MFR:RAYTHEON AIRCRAFT COMPANY MODEL: 400A AIR CARRIER: This form is to be used in cases where a conveyance coven several aircraft and engines, propellers, or locations. File original of this kern with the recorded conveyance and a copy in each aircraft folder involved. TYPE OF CONVEYANCE FIRST AMENDMENT TO AIRCRAFT SECURITY AGREEMENT (S/N R/C-244) (SEE RECORDED CONVIKT006654, DOC ID 6550, PG I) DATE EXECUTED JANUARY 10, 2013 FROM FLIGHT OPTIONS LI:C DOCUMENT NO. CW00641I TO OR ASSIGNED TO PRUDENTIAL INSURANCE COMPANY OF AMERICA DATE RECORDED JAN 24, 2013 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: Total Aircraft: i Total Engines: 2 Total Props Total Spare Parts: N493LX P&W C JTI5D-5 PCE-JA0256 P&W C 1715O4 PCE-JA0257 AFS-750-23R (028/09) SDNY_GM_02761227 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248149 EFTA01331667 SDNY_GM_02761228 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248150 EFTA01331668 I hereby certify this is a hue exact I ed Title iviCe, Ing. FIRST AMENDMENT TO AIRCRAFT SECURITY AGREEMENT (SIN RK-244) THIS FIRST AMENDMENT TOAIRCRAFT SECURITYAGREEMENT(S/N RK-244) (thissAmendmenr) is made as of January 10, 2013, by and between FLIGHT OPTIONS, LLC, a Delaware limited liability company (-Borrower') and THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, as collateral agent ("Agent") for the Lenders (as defined in the Security Agreement defined below). RECITAI 9 A. Borrower has executed an Aircraft Security Agreement (SIN RK-244) dated as of November 16, 2011 (as amended and assigned from time to time, the-Security Agreement') in favor of Agent as more fully described on Exhibit A attached hereto and made a part hereof. Pursuant to the Security Agreement, Borrower has granted Agent for the benefit of Lenders a first priority security interest, security assignment and lien, in, against, under and with respect to all of Borrower's right, title and interest in, to and under certain collateral, including, without limitation, a Raytheon Aircraft Company model 400A aircraft bearing manufacturer's serial number RK-244 and U.S. Registration No. N493LX, as more fully described on Exhibit A hereto (the 'Aircraft'). B. Borrower and Agent have agreed to modify certain provisions of the Security Agreement. C. All capitalized terms used but not otherwise defined herein shall have the meaning ascribed to them in the SecurityAgreernent. NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows: 1. Security Agreement Amendmenta. From and after the date of this Amendment: (a) The Security Agreement is hereby amended by deleting Section 2.40) in its entirety and replacing it with the following: '0) Borrower may sell the Aircraft at any time after the Lien in the Aircraft has been released in accordance with Section 3.5 hereof, and' (b) The Security Agreement is hereby amended by deleting Section 3.5 thereof in its entirety and replacing it with the following: "3.5 Release of Lien. Upon receipt by Lenders on or before the date set forth on Annex H hereto of the Release Payment (to be allocated among Lenders based on their respective pro rata share of the Obligations) in immediately available funds, together with interest thereon through such date, if applicable, so long as no Default or Event of Default then exists, Lenders shall release the aircraft identified on such Annex corresponding to such Release Payment from the Lien of the applicable security agreement in favor of Lender. For purposes hereof, 'Release Pavmenr means, for any Aircraft or group of Aircraft, the payment specified by reference to Annex H hereto. Notwithstanding the foregoing, to the extent at any time that the Release Payment exceeds the aggregate unpaid Obligations, then the aggregate Release Payment for any and all remaining aircraft indicated on Annex H at such time shall equal the aggregate unpaid Obligations.' (c) The Security Agreement is hereby amended by deleting Annex D to the Security Agreement in its entirety and replacing it with Annex Din the form set forth on Exhibit B attached hereto and made a part hereof. 130111523347 $15.00 01/11/2013 2581729 (RK.244 AMENDMENT) SDNY GM 02761229 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 3 a a a EF1'A_00248151 EFTA01331669 VPI0HY1)10 A.110 VWOHV1)10 ST £ Lid TT NOP CIO? klEINOLINU/S1031110130LIIV VIM HAIM 03114 SDNY_GM_02761230 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248152 EFTA01331670 (d) The Security Agreement is hereby amended to delete Annex E to the SecurityAgreement in its entirety and replacing it with Annex E in the form set forth on Exhibit C attached hereto and made a part hereof. (e) The Security Agreement is hereby amended to add Annex H to the Security Agreement in the form set forth on Exhibit D attached hereto and made a part hereof. 2. References in Security Agreement. Each and every reference in the Security Agreement to lhis Agreement' is deemed for all purposes to reference the Security Agreement as amended pursuant to this Amendment unless the context clearly indicates or dictates a contrary meaning. 3. Ratification: Grant of Security Interest. Borrower hereby agrees for the benefit of Agent and Lenders and their respective successors and assigns that nothing contained herein shall be construed in any manner to in any manner affect, impair, lessen, release, cancel, terminate or extinguish the indebtedness, liabilities or obligations of Borrower under the Security Agreement or the other Loan Documents. In no event shall this Amendment be deemed a waiver, discharge, substitution or replacement of the SecurityAgreement or the other Loan Documents. Borrower hereby ratifies and confirms in all respects all of its indebtedness, liabilities and obligations under the Security Agreement and the other Loan Documents and agrees that, except as expressly modified by this Amendment, the Security Agreement and the other Loan Documents shall continue in full force and effect as if set forth specifically herein. As a precautionary matter, as collateral security for the prompt and complete payment and performance as and when due of all of the Obligations, Borrower hereby ratifies, confirms and re-grants to Agent for the benefit of Lenders a first priority security interest in and lien on, and consents to the registration of an international interest in, and collaterally assigns to Agent, all of Borrower's right, title and interest in, to and under all of the Collateral. 4. Representations. Borrower hereby represents, warrants and agrees that: (a) the Recitals to this Amendment are true and accurate in each and every respect and are all incorporated by reference herein; (b) each and every of its representations and warranties set forth in the Loan Documents continues to remain true, accurate and complete as if the same were made on the date hereof; (b) this Amendment, the Security Agreement as modified hereby and the other Loan Documents are the valid and legally binding obligations of Borrower, fully enforceable against Borrower in accordance with their terms; (c) the terms of the Security Agreement and the other Loan Documents have not heretofore been amended or modified by any action or omission or course of conduct on the part of Agent or either Lender (other than by a formal written agreement executed by Lenders), nor has Agent or either Lender waived or relinquished any of their rights, powers or remedies under the Loan Documents; (d) the payment and performance of the Obligations are, and shall, in accordance with the terms of the Loan Documents, continue to be, secured by, among other things, the Financed Aircraft the Additional Aircraft and the other collateral described in the Loan Documents; (e)Agent has a first priority perfected security interest in, and lien on, the Financed Aircraft, the Additional Aircraft and the other collateral described in the Loan Documents; (f) the aircraft described in Eittibit B hereto are the Financed Aircraft for all purposes of the Loan Documents; and (g) the aircraft described in Exhibit C hereto are the Additional Aircraft for all purposes of the Loan Documents. If any of the foregoing representations and warranties shall prove to be false, incorrect or misleading in any material respect, Agent or either Lender may, in its absolute and sole discretion, declare that a default has occurred and exists under the Loan Documents, and Agent and Lenders shall be entitled to all of the rights and remedies set forth in the Loan Documents as the result of the occurrence of such default 5. Expenses of Agent and Lenders. Borrower hereby agrees to reimburse Agent and Lenders upon demand for all expenses of Agent and Lenders (including the fees and expenses of their legal counsel and FAA Counsel) in connection with (a) the preparation of this Amendment and the other documents executed andfor delivered in connection herewith; and (b) the filing of this Amendment with the FAA and the registrations with the International Registry in connection therewith. 6. Release. Borrower hereby waives, releases and forever discharges Agent and each Lender and the other Indemnified Parties of and from any and all indemnified liabilities (as defined in the Security Agreement) arising, directly or indirectly, out of or in connection with any of any act, omission, representation or any other matter whatsoever or thing done, omitted or suffered to be done by any Indemnified Party that has occurred in whole or in part at any time up to and immediately preceding the moment of the execution of this 2581729 2 (9A-244 AMENDMENT) SDNY_GM_02761231 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248153 EFTA01331671 SDNY GM 02761232 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248 I 54 EFTA01331672 Amendment, including, but not limited to. the negotiation, making. borrowing, administration, enforcement and /or collection of the Loan Documents. 7. Governing Law Jurisdiction: Waiver of Jury Trial. This Amendment shall be construed and enforced in accordance with, and the rights of both parties shall be governed by, the internal laws of the State of New York (without regard to the conflict of laws principles of such state, other than Sections 5-1401 and 5- 1402 of the New York General Obligations Law), including all matters of construction, validity, and performance. Borrower hereby irrevocably consents and agrees that any legal action, suit or proceeding arising out of or in any way in connection with this Amendment may be instituted or brought in the courts of the State of New York or the U.S. District Court for the Southern District of New York, as Agent may elect, or in any other state or Federal court as Agent shall deem appropriate, and by execution and delivery of this Amendment, Borrower hereby irrevocably accepts and submits to, for itself and in respect of its property, generally and unconditionally, the non-exclusive jurisdiction of any such court, and to all proceedings in such courts. BORROWER HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AMENDMENT OR ANY OF THE LOAN DOCUMENTS. 8. Miscellaneous. (a) Upon the request of Agent, Borrower, at its sole cost and expense. shaft execute and deliver to Agent such further instruments and shall do and cause to be done such further acts with respect to the Security Agreement, this Amendment and any other document executed in connection herewith as Agent may deem necessary or desirable in Agent's sole discretion to carry out more effectively the provisions and purposes of this Amendment and the Security Agreement. (b) This Amendment and the Security Agreement contain the entire agreement among Agent and Borrower regarding the subject matter hereof and completely and fully supersede all other prior agreements, both written and oral, among Agent and Borrower relating to the subject matter hereof. Neither Agent nor Borrower shall hereafter have any rights under such prior agreements but shall look solely to this Amendment and the Security Agreement for the definition and determination of all of their respective rights, liabilities and responsibilities relating to the subject matter hereof. The headings in this Amendment are for convenience only and shall not limit or otherwise affect any of the terms hereof. (c) No modification or waiver of any of the provisions of this Amendment, nor any consent to any departure by Borrower therefrom, shall be effective until and unless it is in writing and signed by Agent, and any such waiver shall be effective only in the specific instance and for the specific purpose for which it is given. This Amendment may be executed in any number of counterparts, all of which when taken together shall constitute but a single instrument. (d) All of the terms and conditions of this Amendment shall survive the execution and delivery of this Amendment and the performance and repayment of the Obligations. (e) In the event that any provision of this Amendment is for any reason held to be invalid, itlegal or unenforceable, in whole or in part or in any respect, then such provision only shall be deemed null and void and shall not affect any other provision hereof, and the remaining provisions shall remain operative and in full force and effect. (f) This Amendment shall be binding upon Borrower and its successors and assigns and shall inure to the benefit of Agent and Lenders and their respective successors and assigns. Time is of the essence with regard to this Amendment. (SIGNATURES ON NEXT PAGE) 2581729 3 (RK-244 AMENDMENT) SDNY_GM_02781233 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248155 EFTA01331673 SDNY_GM_02761234 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248156 EFTA01331674 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective officers thereunder duly authorized, all as of the date first set forth above. FLIGHT OPTIONS, LLC By: 4 44 1 ....r j Name: Michael J. Sitves Title: Chief Executive fficer THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By: Name: Title: 2581729 (RK•244 AMENDMENT) SDNY_GM_02761235 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248 I 57 EFTA01331675 SDNY_GM_02761236 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248158 EFTA01331676 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective officers thereunder duly authorized, all as of the date first set forth above. FLIGHT OPTIONS, LLC By: Name: Title: THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, as Collateral Agent By ga 14/_/, tAP Name: Roderick L. Roberts Title: Vice President 2581729 (RK-244 AMENDMENT) SDNY_GM_02761237 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248159 EFTA01331677 SDNY_GM_02761238 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248 I 60 EFTA01331678 EXHIBIT A TO AMENDMENT DESCRIPTION OF SECURITY AGREEMENT Aircraft Security Agreement (SIN RK-244) dated as of November 16, 2011, by Flight Options, LLC in favor of The Prudential Insurance Company of America, as collateral agent• which was recorded with the Federal Aviation Administration (the TM') on December 14, 2011. under conveyance number KT006654. DESCRIPTION OF AIRCRAFT One (1) Raytheon Aircraft Company model 400A (described on the International Registry Manufacturers List as RAYTHEON AIRCRAFT COMPANY model 400A) aircraft that consists of the following components: (a) Airframe bearing U.S. Registration No. N493LX and manufacturers serial number RK-244. (b) Two (2) Pratt & Whitney Canada model JT15D-5 (described on the International Registry Manufacturers List as PRATT & WHITNEY CANADA model JT15D SERIES) aircraft engines bearing manufacturer's serial numbers PCE-JA0256 and PCE•JA0257 (described on the International Registry Manufacturers List as JA0256 and JA0257) (each of which has 550 or more rated takeoff horsepower or the equivalent of such horsepower). Standard avionics and equipment, all other accessories, additions, modifications and attachments to, and all replacements and substitutions for, any of the foregoing. (C) 2581729 5 (RK•244 AMENDMENT) SDNY_GM_02761239 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA (X)248161 EFTA01331679 SDNY_GM_02761240 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248 I 62 EFTA01331680 EXHIBIT 8 TO AMENDMENT [INTENTIONALLY OMITTED FOR FAA FILING PURPOSES] 2561729 6 (RK-244 AMENDMENT) SDNY_GM_02761241 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248 I 63 EFTA01331681 SDNY_GM_02761242 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248 I 64 EFTA01331682 EXHIBIT C TO AMENDMENT [INTENTIONALLY OMITTED FOR FAA FILING PURPOSES) 2581729 7 (RK•244 AMENDMENT) SDNY_GM_02761243 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248 I 65 EFTA01331683 SDNY_GM_02761244 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248 I 66 EFTA01331684 EXHIBIT D TO AMENDMENT [INTENTIONALLY OMITTED FOR FAA FILING PURPOSES] 2581729 8 IRK-244 AMENDMENT) SDNY_GM_02761245 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248 I 67 EFTA01331685 VIVOHY1NO All0 VADFIV1NO ST £ lid TT NYr CIO/ 1i0 NOW/dISIDP1 11%% ant VVd HIM 03111 SDNY_GM_02761246 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248 I 68 EFTA01331686 DOCUMENT LEVEL ANNOTATIONS FOR DOCUMENT ARE004430869 ORIG AMEND S/A RET'D TO IATS DOC ID 0756, 1/11/2013 SDNY_CPO_02761247 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248I69 EFTA01331687 SDNY_GM_02761248 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248 I 70 EFTA01331688 U.S. DEPARTMENT OF TRANSPORTATION FEDERAL. AVIATION ADMINISTRATION CROSS-REFERENCE-RECORDATION RECORDED CONVEYANCE FILED IN: NNUM: 4931X SERIAL NUM: RIC•244 MPR: MOD RAYTHEON AIRCRAFT COMPANY EL: 400A AIR CARRIER: This form is to be used in eases where a conveyance covers several aircraft and engines, propellers, or It:cations. File original of this form With the recorded conveyance and a copy in each aircraft folder involved. TYPE OF CONVEYANCE AIRCRAFT SECURITY AGREEMENT (SIN RIC-244) DATE EXECUTED 11/16/11 FROM FLIGHT OPTIONS LLC DOCUMENT NO. KT006654 TO OR ASSIGNED TO THE PRUDENTIAL INSURANCE COMPANY OF AMERICA DATE RECORDED DEC 14, 2011 THE FOLLOWING COLLATERAL IS COVERED BY 7111 CONVEYANCE: Total Airmail: I Total Engines: 2 Total Props: Total Spare Pans: N493LX P&W C ITI5D-5 PCE-JA02.56 P&W C ITI5D-5 PCB-1/%0257 "IDERA MRSTWLIFt MMIM SDNY_GM_02761249 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248171 EFTA01331689 SDNY_GM_02761250 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248 I 72 EFTA01331690 CERTIFIED COPY Tow RECORDED BY FAA t AIRCRAFT SECURITY AGREEMENT (SIN RK-244) 0 0 3 THIS AIRCRAFT SECURITY AGREEMENT (SIN RK-244) (together with all Addenda, Riders and 2 0 Annexes hereto, this 'Agreement") is dated as of November If..0. 2011 (the 'Closing Date") by FLIGHT 3 OPTIONS, (SC, a Delaware limited liability company ("Borrower), in favor of THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, as collateral agent ('Arfenr) for the Lenders (as defined below) ll with a notice address of: do Prudential Capital Group — Commercial Asset Finance, 3350 Riverwood i Parkway, Suite #1500. Atlanta, GA 30339, Attention Managing Director. a a RECITALS i A. The Prudential Insurance Company of America (TICK) and/or Ferry Sheet I LLC ("Ferric; i and together with PICA, tenders") are parties to certain loan and aircraft security agreements, a promissory notes (the 'Notes') and other loan documents securing, evidencing or relating to loans o ., financing the Financed Aircraft (the "Existina 00600)60l n. 0 i',2 B. The Borrower has requested that Lenders amend certain of the Existing Documents, and > Lenders are willing to do so provided that the Borrower secure the Obligations by granting Agent a Lien K on the Additional Aircraft and related collateral. ;I NOW, THEREFORE, in consideration of the mutual agreements contained herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Borrower agrees as follows: Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to them in Annex A attached hereto and made a part hereof. SECTION 1. Representations and Warranties. In order to induce Lenders to amend the Existing Documents, Borrower represents and warrants to Agent and Lenders, and agrees with Agent and Lenders, that: (a) Borrower (i) is duly qualified to do business in each jurisdiction in which the conduct of its business or the ownership or operation of its assets requires such qualification, including the jurisdiction of the primary hangar location of the Aircraft, other than any such jurisdiction as to which the failure to be so qualified could not, Individually or in Vne aggregate, reasonably be expected to result in a Material Adverse Effect; (ii) has the necessary limited liability company authority and power to own and operate the Aircraft and its other material assets and to transact the business in which it is engaged; (iii) is a 'citizen of the United States" within the meaning of the Transportation Code; and (iv) has full limited liability company power, authority and legal right to execute and deliver this Agreement, to perform its obligations hereunder and thereunder and to grant the security interest, security assignment and Lien created by this Agreement; (b) (i) Borrower's name as shown in the preamble of this Agreement is its exact legal name as shown on Its certificate of formation or limited liability company agreement, each as amended and in effect as of the Closing Date; (ii) Borrower has the form of business organization set forth in Annex B attached hereto and made a part hereof and is and will remain duly organized, validly existing and in good standing under the laws of the state of its organization set forth in Annex B hereto; (iii) Borrower's federal taxpayer identification number, state-issued organizational identification number (if any) and chief executive office and principal place of business address are al as set forth on Annex B hereto; and (iv) Borrower Is 'situated' In a country that has ratified or acceded to the Cape Town Convention within the meaning of Article 4 of the Convention; (c) this Agreement (i) has been duly authorized by all necessary action on the part of Borrower consistent with its form of organization and does not require the approval of or notice to any other Person 113201547419 hereby certify that l have compared this with the 315.00 11/16/2011 2390767 original and it is a true and correct copy ther 6.244 SECURITY AGREEMENT) SDNY_GM_02761251 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF1'A_00248173 EFTA01331691 MOHY1)10 Alla VII0HrINO z7 c Lid 9T [ION 110? He NOIIVELLSID38 LAISOt'i Vtrd HAIM 03114 SDNY_GM_02761252 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248174 EFTA01331692 (including any trustees or holders of indebtedness) or any governmental authority; (ii) does not contravene or constitute a default under any Applicable Law, its certificate of formation or limited liability company agreement or any agreement, indenture or other instrument to which Borrower is a party or by which it may be bound; (iii) does not require approval of, or notice to, any governmental body, authority, or agency in connection with either the execution, delivery or performance by Borrower of this Agreement and the other Loan Documents, or the validity or enforceability of this Agreement and the other Loan Documents to which it is a party, except for the recordation of this Agreement and the making of certain other filings with the FM, the filing of UCC financing statements in the appropriate recording offices by Agent or its counsel, and the making of all necessary registrations with the International Registry, including to register Agent's security interest, security assignment and Lien in the Collateral, all of which shall have been duly effected as of the Closing Date or promptly thereafter; and (iv) will not result in the creation or imposition of any Lien on any of the assets of Borrower other than Agent's security interest, security assignment and Lien created hereby with respect to the Collateral; (d) this Agreement has been duly authorized, executed and delivered by Borrower and constitutes the legal, valid and binding obligation of Borrower, enforceable in accordance with its terms (including, without limitation, the grant of security interest in this Agreement), except to the extent that the enforcement of remedies may be limited under applicable bankruptcy, insolvency, fraudulent conveyance and transfer or moratorium laws and the equitable discretion of any court of competent jurisdiction; (e) there are no proceedings pending or, so far as the officers, managers, or members of Borrower know, threatened in writing against or affecting Borrower or any of its property before any court, administrative officer or administrative agency that could impair Borrower's title to the Aircraft, or that, if decided adverselY. Could reasonably be expected to have a Material Adverse Effect (collectively, a "Proceeding") and to the knowledge of Borrower, Borrower has no pending claims and has no knowledge of any facts upon which a future claim may be based, against any prior owner, the manufacturer or supplier of the Aircraft, or of any Engine or Part for breach of warranty or otherwise; (f) (i) Borrower has good and valid title to the Aircraft subject to no Liens other than Agent's security interest, security assignment and Lien created hereby; (ii) Agent has a legal, valid and continuing perfected, first priority security interest, security assignment and Lien in the Collateral; and (iii) all filings, . recordings, registrations or other actions necessary or desirable in order to establish, perfect and give first priority to Agent's security interest, security assignment and Lien in the Collateral (including, without limitation, the filing of this Agreement and a FM Entry Point Filing Form International Registry (AC Form 8050-135)) with the FM and any registrations with the International Registry pursuant to the Cape Town Convention) have been duly effected, and all Impositions in connection therewith have been duly paid to the extent required to be paid on the Closing Date; (g) there are no Registerable Interests registered with the International Registry with respect to any of the Collateral; (h) Borrower has the power to grant the security interest, security assignment and Lien created hereby in the Collateral, each within the meaning of Article 7(b) of the Convention; (i) (i) the Aircraft has been delivered to Borrower, is in Borrowers possession and is, as of the Closing Date, unconditionally, irrevocably and fully accepted by Borrower, (ii) the Aircraft has been inspected by Borrower to its complete satisfaction and, without limiting the foregoing, the Aircraft (A) has been found to be airworthy and otherwise in good working order, repair and condition (normal wear and tear excepted) and fully equipped to operate as required under Applicable Standards for its purpose. and (B) is in conformity with the requirements of the Applicable Standards; (iii) all of the avionics set forth on Schedule A to &rex C attached hereto and made a part hereof are on board the Aircraft and are in proper working condition, and (iv) the Aircraft is primarily hangared at the location set forth on Annex B hereto; (j) each of the Engines has at least 1,750 pounds of thrust or its equivalent; 2394787 2 CRK.244 SECUMTY AGREEMENT) SDNY_GM_02781253 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA _00248175 EFTA01331693 SDNYGM02761254 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248 I 76 EFTA01331694 (k) the Airframe is type certified by the FAA to transport at least eight people (including crew) or goods in excess of 2.750 kilograms; and (I) the information contained in Annex C hereto (including the registration number of the Airframe, the serial numbers of the Airframe and the Engines, and manufacturer and model numbers of the Airframe and Engines) is true and accurate in all respects. SECTION 2. Covenants. Borrower covenants and agrees that from and after the Closing Date and so long as any of the Obligations are outstanding: 2.1 Notices and Further Assurances. Borrower will, at its sole expense: (a) promptly give written notice to Agent of (i) the occurrence of any Default or Event of Default; (II) the occurrence of any Event of Loss; (iii) the commencement or threat of any Proceeding; (iv) any dispute between Borrower and any governmental regulatory body or other Person that involves the Aircraft or that might materially interfere with the normal business operations of Borrower; (v) any Material Damage concurrently with its report of same to the applicable governmental authority, and if no such report is required, within ten (10) days of the occurrence of such Material Damage, together with any damage reports provided to the FAA or any other governmental authority, the insurers or supplier of the Aircraft, and any documents pertaining to the repair of such damage, including copies of work orders, and all invoices for related charges; (vi) any Lien that attaches to the Aircraft and the full particulars of the Lien, within ten (10) days after Borrower becomes aware of such Lien; (vii) any change of the primary hangar location from that set forth in Annex B hereto, at least ten (10) days prior to any such change; (viii) any accident involving the Aircraft causing bodily injury or property damage to third parties, within five (5) days of such accident; (ix) the renewal or replacement of the insurance coverage required by this Agreement, at least ten (10) days prior to the policy expiration date for such insurance; and (x) any material change in the appearance or coloring of the Aircraft; and (b) promptly execute and deliver to Agent such further instruments, UCC and FAA filings and other documents, make, cause to be made and/or consent to all registrations with the International Registry and take such further action, as Agent may from time to time reasonably request in order to further carry out the intent and purpose of this Agreement and the other Loan Documents and to establish and protect the rights, interests and remedies created, or intended to be created, in favor of Agent hereby and thereby. Borrower hereby irrevocably authorizes Agent and any employee, officer or agent thereof, in such jurisdictions where such action is authorized by law, to effect any such recordation or filing without the signature of Borrower thereto. Borrower hereby further agrees that (i) it shall not change its presently existing legal name or its form or state of organization on or at any time after the date of this Agreement without Agent's prior written consent, (ii) if its presently existing state organizational identification number changes on or at any time after the date of this Agreement, Borrower shall immediately notify Agent thereof, and (ii) it shall not change its presently existing mailing, chief executive office and/or principal place of business address on or at any time after the date of this Agreement without giving Agent fifteen (15) days' prior written notice of the same. Borrower win pay, or reimburse Agent for, any and all fees, taxes, insurance premiums, costs and expenses of whatever kind or nature incurred in connection with the creation, preservation and protection of the Collateral and the perfection and first priority of Agents security interest, security assignment and Lien therein. 2.2 General Obligations. Borrower shall: (a) duly observe and conform to all requirements of Applicable Law relating to the conduct of its business and to its properties or assets, except where the failure to conform could not reasonably be expected to have a Material Adverse Effect; (b) duly observe and conform in all material respects to all requirements of Applicable Law relating to the Aircraft; (c) obtain and keep in full force and effect all rights, franchises, licenses and permits that are necessary to the proper conduct of its business in all material respects; (d) obtain and keep in full force and effect all rights, franchises, licenses and permits relating to the Aircraft (e) remain a 'citizen of the United States' within the meaning of the Transportation Code; (0 obtain or cause to be obtained as promptly at possible any governmental, administrative or agency approval and make any filing or registration therewith (including, without limitation, with the FAA and the International Registry) required with respect to the 2394787 3 (RK-244 SECURITY AGREEMENT) SDNY_GM_02761255 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248177 EFTA01331695 SDNYGA402761256 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 0024%178 EFTA01331696 performance of its obligations under this Agreement and the other Loan Documents to which it is a party or necessary for the conduct and operation of the Aircraft and its business; (g) cause the Aircraft to remain duly registered, in its name, under the Transportation Code; (h) pay and perform all Of its obligations and liabilities when due; and (i) not discharge or allow to be discharged any international interest or other Registerable Interest created in favor of Agent 2.3 an. Borrower will file with all appropriate taxing authorities all Federal, state and local income tax returns that are required to be filed and all registrations, declarations, returns and other documentation with respect to any personal property taxes (or any other taxes in the nature of or imposed in lieu of property taxes) due or to become due with respect to the Aircraft. Borrower will (i) pay on or before the date when due all taxes as shown on said returns (other than any of the foregoing being contested in good faith by appropriate and diligent legal proceedings and for which appropriate reserves are maintained in accordance with GAAP) and all taxes assessed, billed or otherwise payable with respect to the Aircraft directly to the appropriate taxing authorities; (ii) pay when due all license and/or registration or filing fees, assessments, governmental charges and sales, use, property, excise, privilege, value added and other taxes (including any related interest or penalties) or other charges or fees now or hereafter imposed by any govemmental body or agency upon Borrower or the Aircraft with respect to the landing, airport use, manufacturing, ordering, shipment, purchase, ownership, delivery, installation, leasing, chartering, operation, possession, use or disposition of the Aircraft or any interest therein; and (iii) pay when due all stamp, documentary, registration or other like duties or taxes now or hereafter imposed by any governmental authority on or in connection with this Agreement or the other Loan Documents (the items referred to in (i), (ii) and (iii) above being referred to herein collectively, as 'Impositions'). 2.4 No Disposition of Collateral or Liens: Title and Security Interest: Sale of Aircraft. Borrower shall not sell, assign, enter into any Third Party Agreement, convey, mortgage, exchange or otherwise encumber, transfer or relinquish possession of or dispose of the Airframe, Engines (including all associated rights associated with or secured thereby and the related international interests), proceeds, any part thereof or any of the other Collateral or attempt or offer to do, or suffer or permit any of the foregoing until the Obligations shall have been indefeasibly paid in full. The foregoing shall not be deemed to prohibit the delivery of possession of the Aircraft, any Engine or Part to another Person for testing, service, repair, maintenance, overhaul or, to the extent permitted hereby, for alteration or modification. Borrower will not create, assume or suffer to exist any Liens on or with respect to the Aircraft, any Engine, APU, Part or any of the other Collateral, or Borrower's interest therein other than Permitted Liens. Borrower will promptly take such action as directed by Agent to duly discharge any such Lien. Borrower will warrant and defend its good and marketable title to the Aircraft, free and clear of Liens other than Permitted Liens, and the perfection and first priority of Agent's security interest, security assignment and Lien in the Collateral, against all claims and demands whatsoever. Notwithstanding anything contained herein to the contrary, so long as no Event of Default or Default then exists: (i) upon thirty (30) days' prior written notice to Agent, Borrower may sell the Aircraft, provided that (x) on the sale date Agent receives in immediately available funds the Minimum Payment set forth on Annex G hereto corresponding to the month in which such sale occurs, together with any principal installment then due and payable under the Obligations and all interest accrued on the Obligations through the date Of payment to Agent (collectively, the 'Sale Payment) first, to be applied to the payment in whole or In part of the Obligations in such order and manner as Agent may elect, and second, any excess remaining after such application, to be disbursed to Borrower; and (y) if the unpaid principal balance of any of the Notes is reduced by such Minimum Payment, the principal installments set forth in Exhibit A to such Note shall be deemed amended from and after the payment date immediately following the sale date to reflect the amortization of the then unpaid principal balance of such Note over the remaining payment dates as determined by Agent in its sole discretion; and (i) Borrower may charter the Aircraft to any customer of Borrower from time to time, in each case, subject, however, to the satisfaction of the following conditions: (A) Borrower shall hold a current and valid Air Carrier Certificate and Air Taxi Certificate (Part 298 Certificate) issued by the FAA; (B) Borrower shall 2394787 4 (RK•244 SECURITY AGREEMENT) SDNY_GM_02781257 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248179 EFTA01331697 SDNY_GM_02761258 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248 I 80 EFTA01331698 be and remain in compliance with any and all Applicable Laws with respect to any such charter or any use and operation of the Aircraft under any charter agreement; (C) Borrower maintains appropriate insurance with regard to the operation of the Aircraft under Part 135 of the FARs (which Insurance shall be in form and substance satisfactory in all respects to Agent in the exercise of its reasonable credit judgment); and (D) no charter exceeds thirty (30) days in duration; and (iii) Borrower may make the Aircraft temporarily available to a fractional share owner participating in Borrower's fractional share program pursuant to a master interchange agreement between Borrower and such fractional share owner (the 'Interchange Agreement"), in each case, subject, however, to the following conditions: (A) Borrower shall hold a current and valid Air Carrier Certificate and Air Taxi Certificate (Part 298 Certificate) issued by the FAA and shall at all times be In kill compliance with any and all applicable FARs and any other Applicable Laws with respect to the use and operation of the Aircraft under the Interchange Agreement and in Borrower's fractional share program; (B) the Interchange Agreement entered into with such fractional share owner shall (1) not contain provisions that are inconsistent with the provisions of any of the Loan Documents or cause Borrower to breach any of its representations, warranties or agreements under any of the Loan Documents, (2) not convey any Lien on or any property right, title or other interest in the Airframe, the Engines or any of the other Collateral, other than the right to have the Aircraft made available to such fractional share owner pursuant to such Interchange Agreement, (3) be and remain subject and subordinate to Agent's Lien in and with respect to the Collateral and Agent's rights and remedies under the Loan Documents, and (4) not permit any further disposition of or Lien on the Airframe, the Engines or any of the other Collateral; and (C) such other terms and conditions as Agent deems reasonably necessary and appropriate; and (iv) upon thirty (30) days' prior written notice to Agent, Borrower may lease the Aircraft, subject, however, to the satisfaction of the following conditions (which conditions shall be satisfied prior to, and at all times during, any teasing of the Aircraft pursuant to the terms of this paragraph): (A) the lessee is and remains a solvent, domestic company; (B) any such lease shall be in full and complete compliance with Part 91 of the FARs or any other Applicable Standards with respect to any such lease or to the use and operation of the Aircraft under such lease; (C) a copy of any proposed lease is delivered to Agent and is in form and substance satisfactory in all respects to Agent; (D) Borrower and lessee duly execute and deliver to Agent, the Consent to Lease (the terms of which are hereby incorporated by their reference); (E) any such lease (1) constitutes a "true' lease under the UCC and other applicable commercial law and for the purposes of the .Cape Town Convention, and not a grant of a "security Interest" as such term is used in Section 1-201 (37) of the UCC, (2) expressly, and at all times remains, subject and subordinate to this Agreement and the rights of Agent hereunder and in and to the Aircraft, including, without limitation, any rights of Agent to repossess the Aircraft and to terminate such lease pursuant to Section 5 hereof, (3) does not permit any further leasing or other disposition, (4) does not permit any de-registration of the Aircraft from the FAA registry or registration of the Aircraft in the registry of the aviation authority or other govemmental authority of any other nation, (5) does not contain provisions that are inconsistent with the provisions of this Agreement or cause Borrower to breach any of its representations, warranties or agreements under or in connection with this Agreement, (6) automatically terminates upon the occurrence of any Event of Default under this Agreement, and (7) otherwise conforms to the Consent to Lease; (F) Borrower does not convey any interest (except for any leasehold interest expressly permitted in this paragraph) in, or Lien on, the Aircraft; and (G) Borrower (1) shall not file or record, or permit or consent to the filing or recordation of, any such lease with the FAA, except for truth in leasing purposes under 14 CFR Section 91.23, and (2) shall not register, or consent to the registration of, any international interests or prospective international interests in connection with any such lease andfor the Aircraft with the International Registry or under the Cape Town Convention. In no event shall the foregoing permitted chartering, leasing or other undertaking contemplated in this Section 2.4 reduce any of the obligations of Borrower or the rights of Agent or either Lender under this Agreement, and all of the obligations of Borrower shall be and remain primary and shall continue in full force and effect as the obligations of a principal and not of a guarantor or surety. 2.5 Use of Aircraft- Maintenance: Excess Use Modifications: Loaner Engines; Identification. Security. 2394767 5 (RK-244 SECURITY AGREEMENT) SDNY_GM_02761259 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0O248181 EFTA01331699 SDNYGM02761260 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 0024%18? EFTA01331700 (a) Borrower will operate the Aircraft under and In compliance with Part 135 of the FARs, subject to the terms hereof. The Aircraft at all times will be operated by duly qualified pilots having satisfied all requirements established and specified by the FAA, the Transportation Security Administration, any other applicable governmental authority and the insurance policies required under this Agreement. (b) Borrower will operate the Aircraft in a careful and proper manner in compliance with all Applicable Standards, including, without limitation, its operation, maintenance and security. The Aircraft shall not be operated, used or located outside the continental United States, except that it may be flown temporarily to any country in the world for any purpose expressly permitted under this Agreement. Notwithstanding the foregoing, the Aircraft shall not be flown, operated, used or located in, to or over any such country or area (temporarily or otherwise), (i) that is excluded from the insurance required hereunder (or specifically not covered by such insurance), (ii) with which the United States does not maintain favorable diplomatic relations, (iii) in any area of recognized or threatened hostilities, (iv) to the extent that payment of any claim under the insurance required hereunder directly or indirectly arising or resulting from or connected with any such flight, operation, use or location would be prohibited under any trade or other economic sanction or embargo by the United States of America, or (v) in violation of this Agreement or any Applicable Standards, including any U.S. law or United Nations Security Council Directive. (c) Borrower will, at its own expense, (i) maintain, inspect, service, repair, overhaul and test the Airframe, each Engine, any APU and each Part in accordance with Applicable Standards; (ii) make any alteration or modification to the Aircraft that may at any time be required to comply with Applicable Standards, to cause the Aircraft to remain airworthy or to maintain the Aircraft's airworthiness certification; (iii) furnish all parts, replacements, mechanisms, devices and servicing required therefor so that the condition and operating efficiency of the applicable Airframe, Engine, APU or Part will at all times be no less than its condition and operating efficiency as and when delivered to Borrower, ordinary wear and tear from proper use alone excepted; (iv) promptly replace all Pails that become worn out, lost, stolen, taken, destroyed, damaged beyond repair or permanently rendered or declared unfit for use for any reason whatsoever; (v) maintain (in English) all Records in accordance with Applicable Standards; and (vi) enroll and maintain the Airframe in a Computerized Maintenance Monitoring Program and the Engines in the Engine Maintenance Program. All repairs, parts, replacements, mechanisms and devices so furnished shall immediately, without further act, become part of the Aircraft and subject to the security interest created by this Agreement. All maintenance procedures shall be performed by properly trained, licensed, and certified maintenance sources and maintenance personnel utilizing replacement parts approved by the FAA and the manufacturer of the applicable Airframe, Engine, APU or Part. Without limiting the foregoing, Borrower shall comply with all mandatory service bulletins and airworthiness directives by causing compliance to such bulletins and/or directives to be completed through corrective modification in lieu of operating manual restrictions. Borrower shall not discriminate in its maintenance of the Aircraft between the Aircraft and any other aircraft that Borrower may lease, own, operate or maintain. (d) On or before the tenth (10th) day after each annual anniversary of the Closing Date, Borrower shall provide to Agent a report specifying the number of flight hours on the Airframe at the start of said year of operation and the number of flight hours on the Airframe at the end of said year of operation, In each case as determined by the Aircraft's Hobbs meter. If the number of flight hours on the Airframe In any year of operation (based on a 12-month period commencing on the Closing Date and each 12-month period thereafter) is in excess of the flight hours limitation set forth on Annex B hereto, then Borrower shall pay Agent an amount equal to the per hour charge set forth on Annex B hereto for each flight hour during such 12-month period in excess of such flight hours limitation. Agent shall apply such payment as a partial prepayment of the Obligations without any prepayment penalty. Such payment shall be made to Agent on or before the thirtieth (30th) day after each annual anniversary of the Closing Date. (e) Borrower will not make or authorize any improvement, change, addition or alteration to the Aircraft that will impair the originally intended function or use of the Aircraft, diminish the value of the Aircraft as It existed immediately prior thereto, or violate any Applicable Standard; and any Part, 2394767 6 (RK.244 SECURITY AGREEMENT) SDNY_GM_02761261 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248183 EFTA01331701 SDNY_GM_02761262 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248 I 84 EFTA01331702 mechanism, device or replacement added to the Aircraft in connection therewith shall immediately, without further act, become part of the Aircraft and subject to the security interest, security assignment and Lien created by this Agreement. (0 Borrower shall prominently display on the Aircraft the FAA Registration number specified in Annex C hereto. If requested by Agent in writing, Borrower shall, at its expense, attach to the Aircraft a notice satisfactory to Agent disclosing Agent's security Interest in the Aircraft. (9) In the event any Engine is damaged and is being repaired, or is being inspected or overhauled, Borrower, at its option, may temporarily substitute another engine of the same make and model as the Engine being repaired or overhauled (any such substitute engine being hereinafter referred to as a • "Loaner Engine") during the period of such repair or overhaul. provided no Event of Default or Default then exists and (i) installation of the Loaner Engine is performed by a maintenance facility certified by the FM and manufacturer with respect to an aircraft of this type, (ii) the Loaner Engine is removed, and the repaired or overhauled original Engine is reinstalled on the Airframe promptly upon completion of the repair or overhaul but in no event later than the earlier of ninety (90) days after removal or the occurrence of an Event of Default, and (iii) the Loaner Engine is free and clear of any Lien that might impair Agent's rights or interests in the Aircraft and is maintained in accordance herewith. (h) Borrower shall implement all security measures and systems required by any governmental authority, or by any insurance policies or that are necessary or appropriate for the proper protection of the Aircraft (whether on the ground or in flight) against theft, vandalism, hijacking, destruction, bombing, terrorism or similar acts. Upon Agent's request (but without Agent having any obligation with respect to Borrowers compliance with the provisions of this Section 2.5(1)), Borrower shall provide Agent with evidence of Borrowers compliance with its obligations under this Section 2.5(h). 2.6 Insurance. (a) Borrower agrees to maintain at all times, at its sole cost and expense, with insurers of recognized reputation and responsibility satisfactory to Agent (but in no event having an A.M. Best or comparable agency rating of less than -A-'): (i) (A) comprehensive aircraft and general liability insurance against bodily injury or property damage claims including, without limitation, contractual 'Lability, premises damage, public liability, death and property damage liability, public and passenger legal liability coverage, and sudden accident pollution coverage, in an amount not less than $150,000,000.00 for each single occurrence, and (B) • personal injury liability in an amount not less than $25,000,000.00; (ii) "all-risk- ground, taxiing, and flight hull insurance on an agreed-value basis, covering the Aircraft, provided that such insurance shall at all tknes be in an amount not less than the full replacement value of the Aircraft (as determined by Agent in its reasonable judgment) (such amount re- determined as of each anniversary of the Closing Date for the next succeeding year throughout the term of this Agreement); and (iii) war risk and allied perils (including confiscation, appropriation, expropriation, terrorism and hijacking Insurance) in the amount of $50,000,000 for liability insurance and in the amount required in paragraph (b) above for hull insurance. (b) Any policies of insurance carried in accordance with this Section 2.6 and any policies taken out in substitution or replacement of any such policies shall (I) be endorsed to name Agent and Lenders as additional insureds as their interests may appear (but without responsibility for premiums), (h) provide, with respect to insurance carried in accordance with Section 2.6(a)(ii) or (a)(iii) above, that any amount payable thereunder shall be paid directly to Agent as sole loss payee and not to Agent and Borrower jointly. (iii) provide for thirty (30) days' (seven (7) days' in the case of war, hijacking and allied perils) prior written notice by such insurer of cancellation, (iv) include a severability of interest clause providing that such policy shall operate in the same manner as if there were a separate policy covering 2390767 7 (R1(444 SECURITY AGREEMENT) SDNY_GM_02761263 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0O248185 EFTA01331703 SDNY_GM_02761264 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248 I 86 EFTA01331704 each insured, (v) waive any right of set-off against Agent and/or Lenders, and any rights of subrogation against Agent and/or Lenders, (vi) provide that in respect of the interests of Agent and Lenders in such policies, that the insurance shall not be invalidated by any action or inaction of Borrower or any other Person operating or in possession of the Aircraft, regardless of any breach or violation of any warranties, declarations or conditions contained in such policies by or binding upon Borrower or any other Person operating or in possession of the Aircraft, and (vii) be primary, not subject to any co-insurance clause and shall be without right of contribution from any other insurance. Notwithstanding clause (ii) of the preceding sentence, so long as no Default or Event of Default then exists and no Event of Loss with respect to the Aircraft has occurred, any amount payable to Agent pursuant to clause (ii) above shall be paid if (A) 5200,000.00, or more, in the aggregate, to Agent and Borrower, jointly, as their interests may appear, and released by Agent to Borrower or other appropriate Persons in payment of the costs actually incurred with respect to repairs made to the Aircraft so as to restore it to the operating condition required by this Agreement, or shall be disbursed by Agent as otherwise required by this Agreement, or (B) less than 5200,000.00 in the aggregate, to Borrower (and such amounts shall be applied by Borrower to pay the costs of such repairs). Borrower shall consult with Agent prior to agreeing to any settlement or adjustment of any claim in respect of damage, repair or other loss to the Aircraft, including, without limitation, the Airframe, Engines and any Part, where the cost of replacement or fair market value of the damage, repair or other loss to the Aircraft, including, without limitation, the Airframe, Engines and any Part, is in excess of $200,000.00. (c) All of the coverages required herein shall be in full force and effect worldwide throughout any geographical areas to, in or over which the Aircraft is operated. Borrower shall not self-insure (by deductible, premium adjustment, or risk retention arrangement of any kind) the insurance required to be maintained hereunder. All insurance proceeds payable under the requisite policies shall be payable in U.S. Dollars. Borrower agrees that it shall obtain and maintain such other insurance coverages, or cause adjustments to be made to the scope, amount or other aspects of the existing insurance coverages, as promptly as practicable upon Agent's request, as and when Agent, in the exercise of its good faith credit discretion, deems such additional insurance coverages or modifications to be appropriate in light of any changes in Applicable Standards, the insurance market, Borrower's anticipated use of the Aircraft or other pertinent circumstances. (d) Annualy on or before the anniversary of the policy expiration date, Borrower. shall furnish to Agent evidence of insurance coverage in form and substance reasonably satisfactory to Agent evidencing that Borrower has obtained the insurance coverages required herein for a twelve (12) month or greater period commencing from and after such anniversary date, and, if Agent shall so request a copy of the applicable policies. In the event Borrower shall fail to maintain insurance as herein provided, Agent and/or Lenders may, at their option, provide such insurance, and Borrower shaft, upon demand, reimburse Agent and/or Lenders for the cost thereof, together with interest at the highest default rate of interest provided for in the Loan Documents from the date of payment through the date of reimbursement 2.7 Event of Loss. (a) Upon the occurrence of any Event of Loss with respect to the Airframe and/or the Aircraft, Borrower shall notify Agent of any such Event of Loss within five (5) Business Days of the date thereof. Borrower shall pay Agent, within forty-five (45) days after the occurrence of such Event of Loss, in immediately available funds the greater of (i) all insurance proceeds received by Borrower in connection with such Event of Loss, and (ii) the Minimum Payment set forth on Annex G hereto corresponding to the month in which such payment occurs, together with any principal installment then due and payable under the Obligations and all interest accrued on the Obligations through the date of payment to Agent, first, to be applied to the payment in whole or in part of the Obligations in such order and manner as Agent may elect, and second, any excess remaining after such application, to be disbursed to Borrower; and (y) if the unpaid principal balance of any of the Notes is reduced by such Minimum Payment, the principal installments set forth in Exhibit A to such Note shall be deemed amended from and after the payment date immediately following the sale date to reflect the amortization of the then unpaid principal balance of such Note over the remaining payment dates as determined by Agent in its sole discretion. Upon indefeasible payment in full of such amounts and so long as no Event of Default has occurred and is continuing, the 2394767 8 (RK-244 SECURITY AGREEMENT) SDNY_GM_02761265 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248187 EFTA01331705 SDNY_GM_02761266 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248 I 88 EFTA01331706 Aircraft shall be released from the security interest of this Agreement, and Agent shall discharge all registrations with the International Registry with respect to the Aircraft. (b) Upon an Event of Loss with respect to any Engine or APU under circumstances in which there has not occurred an Event of Loss with respect to the Airframe, Borrower shall, within thirty (30) days after the occurrence of such Event of Loss, replace such Engine or APU, as applicable, and grant to Agent a first priority security interest and security assignment in a similar or better engine or auxiliary power unit, as applicable. Such engine or auxiliary power unit, as applicable, shall be of the same make and model number as the Engine or APU suffering the Event of Loss and shall be free and clear of all Liens and shall have a value, utility and useful life at least equal to, and be in as good an operating condition as, the Engine or APU suffering the Event of Loss, assuming such Engine or APU was in the condition and repair required by the terms hereof immediately prior to the occurrence of such Event of Loss. Borrower, at its own cost and expense, shall fumish Agent with such documents to evidence such conveyance and make such filings as Agent shall request to subject such engine or auxiliary power unit, as applicable, to the lien of this Agreement. Each such replacement engine or auxiliary power unit, as applicable, shall, after such conveyance be deemed an 'Engine' or "API! (as defined herein), as applicable, and shall be deemed part of the same Aircraft as was the Engine or APU replaced thereby. (c) Agent shall be entitled to receive and retain all proceeds payable by any insurer with respect to an Event of Loss, by any manufacturer with respect to a Return to Manufacturer or by any governmental authority withresped to any Requisition of Use, as the case may be; provided however, that so long as no Default or Event of Default then exists and Borrower has complied with the provisions of this Section 2.7, then Agent shall remit such proceeds to Borrower. (d) If the Airframe, any Engine, APU or major Part has su any damage requiring the FM to be notified of such damage by use of an FAA Form 337 or otherwise, then within ten (10) days of such notification to the FAA, Borrower shall notify Agent of such damage, and Agent and, Borrower shall consult for the purpose of determining the diminished value of the Aircraft resulting from such damage history. The diminished value of the Aircraft shall be the amount by which the fair market sales value of the Aircraft without such damage history exceeds the fair market sales value of the Aircraft with such damage history. For purposes hereof, fair market sales value shall be determined on the following basis: (i) the value shall be the amount which would be obtained in an arm's length transaction between an informed and willing buyer (who is not a used aircraft dealer), and an informed and willing seller under no compulsion to sell; (ii) the costs of removal of the Aircraft from its then location shall not be a deduction from such value; and (iii) in determining any such value, it shall be assumed (whether or not the same be true) that the Aircraft has been maintained by Borrower and is in the condition in which it is required to be in accordance with this Agreement and that the total number of Airframe flight hours (including any component with hourly overhaul schedules) accumulated from the Closing Date to the date of such damage do not exceed the product of the flight hours limitation set forth in Annex B hereto times the number of twelve month periods and any portion thereof from the Closing Date to such date. Within ten (10) days after Borrower and Agent agree upon the diminished value of the Aircraft, Borrower shall pay Agent the amount of such diminished value, which payment Agent shall apply as a partial prepayment of the Obligations without any prepayment penalty. If Borrower and Agent cannot agree on the diminished value of the Aircraft within ten (10) days after notification of such damage to the FM. then Agent shall appoint an independent appraiser (reasonably acceptable to Borrower) to determine such value. Borrower agrees to pay the costs and expenses of any such determination and appraisal. The independent appraiser shall be required to complete such determination as promptly as practicable, but in any event, not later than forty (40) days after the date on which it is appointed. A final determination by the independent appraiser regarding the extent of any diminished value of the Aircraft shall be binding on Borrower and Agent. Within ten (10) days after the independent appraiser's determination of the diminished value of the Aircraft, Borrower shall pay Agent the amount of such diminished value, which payment Lenders shall apply as a partial prepayment of the Obligations without any prepayment penalty. 2394767 g (RK-244 SECURITY AGREEMENT) SDNY_GM_02761267 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248189 EFTA01331707 SDNY_GM_02761268 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248 I 90 EFTA01331708 SECTION 3. Security Interest Power of Attorney: Inspection: Release of Lien. 3.1 Grant of Security Interest. As collateral security for the prompt and complete payment and performance as and when due of all of the Obligations and in order to induce Lenders to amend the Existing Documents, Borrower hereby grants, pledges and assigns to Agent (for the benefit of Lenders) a first priority security interest, security assignment and Lien, in, against, under and with respect to all of Borrower's right, title and interest in, to and under all of the following collateral, whether now existing or hereafter acquired (collectively, the -Collaterall: (i) the Aircraft, including the Airframe, each of the Engines, the APU and the Records; (ii) the Parts; (iii) any and all present and future Third Party Agreements: (iv) any and all other associated rights secured by or associated with the Airframe and/or the Engines, together with any related international interests; and (v) all proceeds of the foregoing. The foregoing shall not be deemed in any way whatsoever as an agreement by Agent or Lenders to permit or allow Borrower to enter into any Third Patty Agreements, and Borrower shall only be allowed to enter into any of the foregoing in accordance with the terms of this Agreement Notwithstanding anything to the contrary contained herein or otherwise, neither Agent nor either Lender assumes, by virtue of this Agreement or otherwise, any obligations, liabilities and/or duties of any kind whatsoever of Borrower (and/or of any other Person) under, or with respect to, the Collateral, and neither Agent nor either Lender shall be responsible in any way whatsoever for the performance of any obligations, liabilities and/or duties of any kind whatsoever by Borrower (and/or by any other Person) in connection with, relating to, or arising under, the Collateral. 3.2 Agent Appointed as Attorney-in-Fat. Borrower hereby irrevocably constitutes and appoints Agent and any employee, officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full power and authority in the place and stead of Borrower and in the name of Borrower or in its own name, from time to time in Agent's sole discretion, for the purpose of carrying out the terms of this Agreement, and Borrower hereby further irrevocably authorizes Agent and any employee, officer or agent thereof to take any and all appropriate action and to make, execute, deliver, file and/or record any and all instruments or documents (including, without limitation, any FAA filings, UCC financing statements or UCC amendments or any control agreements) and to make, cause to be made and/or consent to all registrations with the International Registry that may be necessary or desirable to accomplish the purposes of this Agreement or any of the other Loan Documents. This appointment is coupled with an interest, is irrevocable and shall terminate only upon indefeasible payment and performance in full of all of the Obligations. Without limiting the generality of the foregoing, Borrower hereby further agrees that (i) Agent shall have authority, during the continuance of an Event of Default, to endorse Borrower's name on any checks, notes, drafts or any other payments or instruments relating to the Collateral and constituting Collateral that come into Agent's or either Lender's possession or control and to settle, adjust, receive payment and make claim or proof of loss and (ii) Borrower shall not file or record any corrective or termination statements with respect to any UCC financing statements, amendments or assignments or control agreements filed or recorded by or for the benefit of Agent with respect to any of the Collateral and shall not discharge or allow to be discharged any international interest or other Registerable Interest created in favor of Agent hereunder or under the Loan Documents prior to the indefeasible payment in full of the Obligations and termination of this Agreement and the other Loan Documents. The powers conferred on Agent hereunder are solely to protect its interest in the Collateral and shall not impose any duty upon It to exercise any such powers. Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither it nor any of its officers, directors, employees or agents shall be responsible to Borrower for any act or failure to act 3.3 Consent to Registration of International Interest. Borrower hereby (a) consents to the registration of any international interest or other Registerable Interest arising in connection with this Agreement, any of the other Loan Documents and any subordination, amendment, discharge or undertaking permitted by the Cape Town Convention with respect thereto, and (b) authorizes its professional user entity to consent to such registration (including all final consents thereto), upon request therefor by Agent. At closing, Borrower hereby agrees to further authorize its professional user entity to consent to any and all such registrations. 2394767 10 (RK-244 SECURITY AGREEMENT) SDNY_SM_02761269 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248191 EFTA01331709 SDNYGM02761270 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 0024%19? EFTA01331710 3.4 inspection. Agent or its authorized representatives shall have the right, but not the duty, to inspect the Aircraft, any part thereof and/or the Records, at any reasonable time and from time to time, wherever located, upon reasonable prior written notice to Borrower, except that no advance notice shall be necessary prior to any inspection conducted, and such inspection may be conducted at any time, after the occurrence of an Event of Default. Upon request of Agent, Borrower shall promptly provide Agent with notice of the location of the Aircraft and with all Records. Borrower shall be responsible for the reasonable cost of any inspection conducted after the occurrence of an Event of Default and shall pay Agent such amount promptly upon demand. Notwithstanding anything to the contrary herein, if no Default or Event of Default shall then exist, Agent shall be permitted to conduct not more than two (2) such inspections during any fiscal year of Borrower. 3.5 Release of Lien. So long as no Default or Event of Default then exists or would result therefrom, Agent hereby agrees to release the Aircraft and other Collateral from the Lien of this Agreement upon the payment of the Sale Payment in connection with the sale of the Aircraft pursuant to Section 2.4 above. SECTION 4. Events of Default. The term "Event of Default", wherever used herein, shall mean: (a) Borrower shall fail to pay any Obligation within five (5) Business Days after the same shall become due and payable (whether at the stated maturity, by acceleration, upon demand or otherwise); or (b) Borrower shall default in the payment or performance of any indebtedness, liability or obligation to co Agent or either Lender or any Affiliate of either Lender, the amount of which, whether accelerated or otherwise, is in excess of $250,000.00, or (ii) any other Person, the amount of which, whether accelerated or otherwise, is in excess of $500,000.00, and in each case any applicable grace period with respect thereto has expired; or (c) Borrower shall fail to keep in full force and effect any of the insurance coverages required under this Agreement or shall operate the Aircraft at a time when, or at a place in which, such insurance shall not be in effect; or (d) Borrower shall fail to maintain, use or operate the Aircraft in compliance with this Agreement or (e) Borrower shall (except as expressly permitted by the provisions of this Agreement) sell, assign, charter, lease, timeshare, pool, interchange, convey, mortgage, exchange or otherwise transfer or relinquish possession of or dispose of, or create, assume or suffer to exist any Liens (other than Permitted Liens) on Or with respect to, the Aircraft, any part thereof or any of the other Collateral, or Borrower's interest therein, or attempt or offer to do any of the foregoing, or permit the same to occur; or (f) Borrower shall fail to perform or observe any agreement (other than those specifically referred to in this Section 4) required to be performed or observed by it under this Agreement or in any of the other Loan Documents, and such failure shall continue uncured for thirty (30) days after written notice thereof from Agent to Borrower (but such notice and cure period will not be applicable unless such breach is curable by practical means within such notice period); or (g) any representation or warranty made by Borrower in this Agreement or in any of the other Loan Documents or in any agreement document or certificate delivered by Borrower in connection herewith or pursuant hereto shall prove to have been incorrect, misleading, or inaccurate in any material respect when such representation or warranty was made or given (or, if a continuing representation or warranty, at any time); or (h) Borrower shall (t) generally fail to pay its debts as they became due, admit its inability to pay its debts or obligations generally as they fall due, or shall file a voluntary petition in bankruptcy or a voluntary petition or an answer seeking reorganization in a proceeding under any bankruptcy. laws or other insolvency laws, or an answer admitting the material allegations of such a petition filed against Borrower in any such proceeding; or (iI) by voluntary petition, answer or consent, seek relief under the provisions of 2394767 11 (RK.244 SECURITY AGREEMENT) SDNY_GM_02761271 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248193 EFTA01331711 SDNY_GM_02761272 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248 I 94 EFTA01331712 any other bankruptcy or other insolvency or similar law providing for the reorganization or liquidation of companies, or providing for an assignment for the benefit of creditors, or providing for an agreement. composition, extension or adjustment with its creditors; or (I) a petition against Borrower in a proceeding under applicable bankruptcy laws or other insolvency laws, as now or hereafter in effect, shall be filed and shall not be withdrawn or dismissed within sixty (60) days thereafter, or if, under the provisions of any law providing for reorganization or liquidation of companies that may apply to Borrower, any court of competent jurisdiction shall assume jurisdiction, custody or control of Borrower or of any substantial part of its property and such jurisdiction, custody or control shall remain in force unrelinquished, unstayed or unterminated for a period of sixty (60) days after the filing date; or 0) any judgment, attachment or garnishtnent against Borrower with respect to aggregate claims in excess of $500,000.00 (after giving effect to any insurance available therefore) shall remain unpaid, unstayed on appeal, undischarged, unbonded or undismissed for a period of thirty (30) days: or (k) the occurrence of any of the following events: (A) Borrower enters into any transaction of merger, consolidation or reorganization (unless Borrower is the surviving entity and, after giving effect to such event is in compliance with the financial covenants set forth in the Loan Documents on a pro forma basis); (B) Borrower ceases to do business as a going concern, liquidates, or dissolves, or sells, transfers or otherwise disposes of all or substantially all of its assets or pi upel ty; (C) Borrower becomes the subject of, or engages in, a leveraged buy-out that does not result in a change of ownership or control covered by clause (E) of this paragraph; (D) Borrower changes the form of organization of its business; or (E) there is any substantial change in the ownership or control of the membership interests of Borrower such that the holder(s) that own or control fifty percent (50%) or more of such membership interests as of the Closing Date no longer do so; or (I) this Agreement shall cease to be in full force and effect or shall cease to give Agent the rights and interests purported to be created hereunder, including, without limitation, the failure of the interests granted hereunder to constitute a registered international interest in the Collateral subject to the Cape Town Convention (other than as a result of any failure in filing or otherwise on the part of Agent or its agents); or (m) a Default or an Event of Default (as such terms are defined therein) shall occur under any of the other Loan Documents. SECTION 5. Remedies. 5.1 Remedies. If an Event of Default occurs, in addition to all other rights and remedies granted to it in this Agreement and in the other Loan Documents, Agent may exercise all rights and remedies of a secured party under the UCC or of a creditor, Including a security assignee, under the Cape Town Convention (including without limitation, the remedies contemplated by Article 13 of the Convention and/or Article IX of the Protocol) or under any other Applicable Law. Without limiting the generality of the foregoing, Borrower agrees that upon the occurrence of an Event of Default, Agent, without demand or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon Borrower or any other Person (all and each of which demands and/or notices are hereby expressly waived), in Agent's sole discretion, may exercise any one or more of the following remedies: (I) proceed at law or in equity, to enforce specifically Borrower's performance or to recover damages; (ii) terminate the right of any third party to use, possess or control the Aircraft (iii) to the extent permitted by Applicable Law, enter the premises where the Aircraft is located and take immediate possession of and remove (or disable in place) the Aircraft (and/or any Engines, APU and/or Parts then unattached to the Aircraft) by self-help, summary proceedings or otherwise without liability if conducted in accordance with Applicable Law: (iv) use Borrower's premises for storage without liability, except for its own gross negligence or willful misconduct; (v) preserve the Airframe, Engines, APU and/or Parts, and their respective value (but without any obligation to do so), immobilize or keep idle the Airframe and/or any Engine, APU or Pad, manage, sell, lease, assign or otherwise dispose of the Airframe and/or any 2394767 12 (RK-244 SECURITY AGREEMENT) SDNY_GM_02761273 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248195 EFTA01331713 SDNY_GM_02761274 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248 I 96 EFTA01331714 Engine, APU or Part or any of the other Collateral, whether or not in Agent's possession, in one or more parcels, at public or private sale or sales, with no less than ten (10) working days' prior notice to Borrower of any proposed sale or lease of the Airframe or any Engine, which Borrower acknowledges as constituting 'reasonable prior notice' for the purposes of the Cape Town Convention, at such prices as Agent may deem best; (vi) apply any deposit, other cash collateral, or collect and apply proceeds to reduce any amounts due to Agent and/or Lenders; (vii) terminate any Third Party Agreement, without regard as to the existence of any event of default thereunder and recover, or cause Borrower and any party to any Third Party Agreement and any Person taking by or through any of them to relinquish possession and return the Aircraft, including the Engines, APU and Parts, pursuant to this Section 5, and/or exercise any and all other remedies under any Third Party Agreements, or in Borrower's stead; to the extent provided for under, or otherwise available to Borrower in connection with any Third Party Agreement; (viii) collect, receive, appropriate and realize upon the Collateral, or any part thereof; (ix) demand and obtain from any court speedy relief pending final determination available at law (including, without limitation, possession, control, custody or immobilization of the Aircraft or preservation of the Aircraft or its fair market value); (x) procure the deregistration (whether by utilizing the IDERA or otherwise) and/or export and physical transfer of the Aircraft from the territory in which it is then situated; and (xi) exercise any and all other remedies allowed by Applicable Law. including, without limitation, the Cape Town Convention and the UCC. Agent or either Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in Borrower, which right or equity of redemption is hereby expressly released. Borrower further agrees, at Agent's request, to assemble the Collateral, make it available to Agent at such places as Agent shall reasonably select, whether at Borrowers premises or elsewhere. Agent shall deliver to each Lender its pro rata share of the net proceeds of any such realization (after deducting all reasonable costs and expenses of every kind incurred in connection therewith) (*Net Proceeds') based on such Lenders pro rata share of the Obligations then outstanding first, to be applied to the payment in whole or in part of the Obligations in such order and manner as Lenders may elect, and second, any excess remaining after such application, to be disbursed to Borrower. To the extent permitted by applicable law, Borrower waives all claims, damages and demands against Agent and each Lender arising out of the repossession, retention, sale or other disposition of the Collateral, except any claims or damages related to or arising out of the gross negligence or willful misconduct of Agent or such Lender and any claims to any excess Net Proceeds remaining after the application of any Net Proceeds in accordance with the immediately preceding sentence. Borrower agrees that Agent need not give more than ten (10) working days' notice (as contemplated under the Cape Town Convention) of the time and place of any public sale or of the time after which a private sale may take place and that such notice is reasonable notification of such matters. Borrower shall be liable for any deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to pay in full the Obligations. 5.2 Relief Pending Final Determination. Without limiting the generality of Agent's other remedies set forth in this Section 5, in the event Agent adduces evidence of an Event of Default by Borrower, Agent may. pending final determination of its claim, obtain from a court speedy (as defined in Article 20 of the Cape Town Convention) relief in the form of such one or more of the following orders as Agent requests: (a) preservation of the Aircraft and its value; (b) possession, control or custody of the Aircraft (c) immobilization of the Aircraft; (d) lease or, except where covered by subparagraphs (a) to (c), management of the Aircraft and the income therefrom; and (e) if at any time Borrower and Agent specifically agree, sale and application of proceeds therefrom. In furtherance thereof, Agent and Borrower hereby agree to exclude the application of paragraph. 4 of Article 20 of the Cape Town Convention. Nothing in this Section 5.2 shall limit the availability to Agent of other forms of interim relief. 2394767 13 (RK•244 SECURITY AGREEMENT) SDNY_GM_02761275 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248197 EFTA01331715 SDNYGM02761276 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA _00248198 EFTA01331716 5.3 No Waiver: Cumulative Remedies No right or remedy is exclusive. Borrower hereby acknowledges that none of the provisions of this Section 5, including any remedies set forth or referenced herein, is *manifestly unreasonablV for the purposes of the Cape Town Convention. Each may be used successively and cumulatively and in addition to any other right or remedy referred to above or otherwise available to Agent and/or Lenders at law or in equity, including, such rights and/or remedies as are provided for in the UCC and/or the Cape Town Convention, but in no event shall Agent and/or Lenders be entitled to recover any amount in excess of the maximum amount recoverable under Applicable Law with respect to any Event of Default. No express or implied waiver by Agent and/or Lenders of any Default or Event of Default hereunder shall in any way be, or be construed to be, a waiver of any future or subsequent Default or Event of Default. The failure or delay of Agent and/or Lenders in exercising any rights granted it hereunder upon the occurrence of any of the contingencies set forth herein shall not constitute a waiver of any such right upon the continuation or reoccurrence of any such contingencies or similar contingencies, and any single or partial exercise of any particular right by Agent and/or Lenders shall not exhaust the same or constitute a waiver of any other right provided for or otherwise referred to herein. After the occurrence of any Default or Event of Default, the acceptance by Agent and/or Lenders of any installment of principal and/or interest or of any other sum owing hereunder or under the other Loan Documents shall not constitute a waiver of such Default (unless such Default arose from the failure to pay such installment and such installment was paid in full) or Event of Default, regardless of Agent's and/or either Lenders knowledge or lack of knowledge thereof at the time of acceptance of any such payment and shall not constitute a reinstatement of this Agreement if Agent and/or either Lender has sent Borrower a notice of default, unless Agent shall have agreed in writing to reinstate this Agreement and waive the Default or Event of Default. To the extent permitted by Applicable Law. Borrower waives any rights now or hereafter conferred by:statute or otherwise that limit or modify any rights or remedies of Agent and/or Lenders under this Agreement, including, without limitation, the provisions of Articles 11(2) and 13(2) of the Convention and Article IX(6) of the Protocol. SECTION 6. Miscellaneous. 6.1 Ngtag. All communications and notices provided for herein shall be in writing and shall be deemed to have been duly given or made (i) upon hand delivery, or (ii) upon delivery by an overnight delivery service, or (hi) three (3) Business Days after being deposited in the U.S. mail, retum receipt requested, first class postage prepaid, and addressed to Agent at the address set forth above or to Borrower at its address set forth under its signature hereto or such other address as either party may hereafter designate by written notice to the other, or (iv) when sent by telecopy (with customary confirmation of receipt of such telecopy) on the Business Day when sent or upon the next Business Day if sent on other than a Business Day. 6.2 Expenses and Fees: Indemnity: Performance of Borrower's Obligations. (a) Borrower shall pay to Agent and each Lender upon demand all out-of-pocket fees, costs and expenses incurred by or on behalf of Agent or such Lender at any time in connection with (i) the negotiation, preparation, execution, delivery and enforcement of this Agreement and the other Loan Documents and the collection of the Obligations, (ii) the creation, preservation and protection of the Collateral and the perfection and first priority of Agents security interest, security assignment and Lien thereon, including any discharges and subordinafions required to maintain such first priority and to remove or discharge any Liens not constituting Permitted Liens, or (iii) Borrowers exercise of any right granted under, or any amendment or other modification to any of, the Loan Documents. Such fees, costs and expenses shall include, without limitation, appraisal and Inspection fees, the fees and expenses of FAA Counsel and of Agents and each Lender's counsel, consultants and brokers, UCC, FM, International Registry and other applicable title, interest and Lien searches, and costs and expenses relating to recovery, repossession, storage, insurance, transportation, repair, refurbishment, advertising, sale and other disposition of the Aircraft. Borrower shall also pay all fees (Including license, filing and registration fees), taxes, assessments and other charges of whatever kind or nature that may be payable or determined to be payable in connection with the execution, delivery, recording or performance of this Agreement or any of the other Loan Documents or any modification thereof. 2394767 14 (RK.244 SECURITY AGREEMENT) SDNY_GM_02761277 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248199 EFTA01331717 SDNY_GM_02761278 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 0024820() EFTA01331718 (b) Borrower hereby further agrees to pay, indemnify, and hold Agent and each Lender and their respective Affiliates and all of Agent's and each Lenders and such Affiliates' respective directors, shareholders, officers, employees, agents, predecessors, attorneys-in-fact, lawyers, successors and assigns (Agent, each Lender, their respective Affiliates and all of such other parties and entities sometimes hereinafter collectively, the *Indemnified Parties") harmless, on a net after-tax basis, from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, out-of pocket costs, expenses or disbursements of any kind or nature whatsoever arising with respect to or in connection with the Loan Documents or the Collateral, including, without limitation, the ownership, lease, possession, use, sale or other disposition of the Aircraft and the other Collateral or the execution, delivery, enforcement, performance or administration of this Agreement or any of the other Loan Documents (the foregoing being referred to as the Indemnified liabilities'), provided, that Borrower shall have no obligations thereunder with respect to Indemnified liabilities arising from the gross negligence or willful misconduct of Agent or such Lender, as applicable. (c) If Borrower fails to perform or comply with any of its agreements contained herein or in the other Loan Documents, including, without limitation, its obligations to keep the Aircraft free and clear of Liens, to comply with Applicable Standards or to obtain the requisite insurance coverages, Agent and/or either Lender shall have the right, but shall not be obligated, to effect such performance or compliance, with such agreement. Any expenses of Agent and/or either Lender incurred in connection with effecting such performance or compliance, together with interest thereon at the highest default rate of interest provided for in the Loan Documents from the date incurred until reimbursed, shall be payable by Borrower to Agent and/or such Lender promptly on demand and until such payment shall constitute part of the Obligations secured hereby. Any such action shall not be a cure or waiver of any Default or Event of Default hereunder. (d) Without waiving any other rights or remedies of Agent, due to the often time intensive nature of reviewing complex reorganizations, if Borrower requests Agent's consent to the corporate or other entity reorganization of Borrower or any Affiliate of Borrower, Agent may require, at its option, a Two Thousand Dollar ($2,000.00) review fee; Q, Agent may, at Borrower's expense, retain outside counsel to aid in review of the reorganization documentation. 6.3 Loire Agreement; Modifications. This Agreement and the other Loan Documents constitute the entire understanding and agreement of the parties hereto with respect to the matters contained herein and shall completely and fully supersede all other prior agreements (including any proposal letter, commitment letter, and/or term sheet), both written and oral, between Agent and/or either Lender and Borrower relating to the Obligations. None of Agent, either Lender nor Borrower shall hereafter have any rights under such prior agreements but shall look solely to this Agreement and the other Loan Documents for the definition and determination of all of their respective rights, liabilities and responsibilities relating to the Obligations. Neither this Agreement, nor any terms hereof, may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of a change, waiver, discharge or termination is sought. 6.4 Construction of this Agreement and Related Matters. All representations and warranties made in this Agreement shall survive the execution and delivery of this Agreement. Borrower's obligations contained in Section 6.2 hereof shall survive the payment and performance of the Obligations and the termination of this Agreement. This Agreement may be executed by the parties hereto on any number of separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument. The headings of the Sections hereof are for convenience only, are not part of this Agreement and shall not be deemed to affect the meaning or construction of any of the provisions hereof. Tine is of the essence in the payment and performance of all of Borrowers obligations under this Agreement. Any provision of this Agreement that may be determined to be prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective in such jurisdiction to the extent thereof without invalidating the remaining provisions of this Agreement, which shall remain in full force and effect. 2394167 15 (RK-244 SECURITY AGREEMENT) SDNY_GM_02761279 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248201 EFTA01331719 SDNYGM02761280 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 0024%20? EFTA01331720 6.5 Lenders Assignment. Each Lender, may at any time, with or without notice to Borrower, grant a security interest in, sell, assign or otherwise transfer (an "Assignment's) all or any part of its interest in this Agreement and the other Loan Documents (including all associated rights associated with or secured thereby and the related international interests) or any amount due or to become due hereunder or thereunder, and Borrower shall perform all of its obligations under the Loan Documents, to the extent so transferred, for the benefit of the beneficiary of such Assignment (such beneficiary, including any successors and assigns, an 'Assignee"); provided that no such Assignment shall be to any Person engaged in the operation of a fractional aircraft ownership program. Borrower hereby waives any right to assert, and agrees not to assert, against any Assignee any abatement, reduction, defense, setoff, recoupment, claim or counterclaim that Borrower may have against Agent or such Lender, other than defenses arising from fraudulent acts on the part of Assignee. Upon the express assumption by such Assignee of such Lender's obligations hereunder, such Lender shall be relieved of any such assumed obligations. Borrower hereby consents to any such assignment, grant, sale or transfer, including, without limitation, for purposes of the Cape Town Convention. If so directed in writing, Borrower shall pay all amounts due or to become due to the applicable Lender under the Loan Documents and/or any related associated rights and international interests directly to Assignee or any other party designated in writing by such Lender. Borrower acknowledges and agrees that such Lenders right to enter into an Assignment is essential to such Lender and, accordingly, waives any restrictions under Applicable Law with respect to an Assignment and any related remedies. Upon the request of such Lender or any Assignee, Borrower also agrees (a) to promptly execute and deliver to such Lender or to such Assignee an acknowledgment of assignment in form and substance satisfactory to the requesting party, an insurance certificate naming Assignee as additional insured and loss payee and otherwise evidencing the insurance coverages required hereby, a consent to the Assignment for International Registry purposes, as well as renew any authorization required by the International Registry in connection with such consent, such as renewing its transacting user entity status. and re-designating a professional user entity, if necessary in Agent's or such Lenders judgment, and such other documents and assurances reasonably requested by Agent, such Lender or Assignee and make, or cause to be made, all registrations (including all assignments and subordinations) and all amendments, extensions and discharges with the International Registry reasonably requested by Agent, such Lender or Assignee (and give or obtain any necessary consent thereto, as well as renew any authorization required by the International Registry in connection therewith, including renewing its transacting user entity status and re-designating a professional user entity, if necessary in Agent's and/or such Lender's judgment), and (b) to comply with the reasonable requirements of any such Assignee in order to perfect such Assignee's Lien in the Airframe, Engines (including all associated rights associated therewith or secured thereby and the related international interests), proceeds and other Collateral. 6.6 jurisdiction. Borrower hereby irrevocably consents and agrees that any legal action, suit or proceeding arising out of or in any way in connection with this Agreement or any of the other Loan Documents may be instituted or brought in the courts of the State of New York or the U.S. District Court for the Southern District of New York, as Agent may elect or in any other state or Federal court as Agent shall deem appropriate, and by execution and delivery of this Agreement, Borrower hereby irrevocably accepts and submits to, for itself and in respect of its property, generally and unconditionally, the non-exclusive jurisdiction of any such court, and to all proceedings in such courts. Borrower irrevocably consents to service of any summons and/or legal process by first class, certified United States air mail, postage prepaid, to Borrower at the address set forth below its signature hereto, such method of service to constitute, in every respect, sufficient and effective service of process in any such legal action or proceeding. Nothing in this Agreement or in any of the other Loan Documents shall affect the right to service of process in any other manner permitted by law or limit the right of Agent and/or either Lender to bring actions, suits or proceedings in the courts of any other jurisdiction. Borrower further agrees that final judgment against it in any such legal action, suit or proceeding shall be conclusive and may be enforced in any other jurisdiction, within or outside the United States of America, by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the fact and the amount of the liability. Notwithstanding anything in the foregoing to the contrary, Agent and Borrower may bring a judicial proceeding against the Registrar of the International Registry in the Republic of Ireland, solely with respect to matters relating to the International Registry itself. 2794767 16 (RK-244 SECURITY AGREEMENT) SDNY_GM_02761281 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248203 EFTA01331721 SDNY_GM_02761282 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248204 EFTA01331722 6.8 Governing Law: Binding Effect. This Agreement shall be construed and enforced in accordance with, and the rights of both parties shall be governed by, the internal laws of the State of New York (without regard to the conflict of laws principles of such state, except as to the effect of Title 14, Section 5-1401 of the New York General Obligations Law), including all matters of construction, validity, and performance. This Agreement shall be binding upon and inure to the benefit of Borrower, Agent, and each Lender and their respective successors and assigns, except that Borrower may not assign or transfer its rights hereunder or any interest herein. 6.9 Jury Waiver. BORROWER HEREBY KNOWINGLY AND FREELY WAIVES ITS RIGHTS TO A JURY TRIAL IN ANY ACTION, SUIT OR PROCEEDING RELATING TO, ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS. 6.10 Counterparts: Facsimile Signatures: Other Electronic Transmissions. This Agreement and all of the other Loan Documents, and any notices to be given pursuant to this Agreement or any of the other Loan Documents, may be executed and delivered by telecopier, facsimile or other electronic transmission (i.e., PDF format) all with the same force and effect as if the same was a fully executed and delivered original counterpart. The original counterparts of this Agreement and all Loan Documents shall be delivered by Borrower promptly after execution, and failure to so deliver, at Agent's option, shall be an Event of Default, but failure to deliver shall in no way limit or negate enforceability of any Loan Document. (SIGNATURE PAGE FOLLOWS) 2364787 17 IRK-244 SECURITY AGREEMENT) SDNY_GM_02761283 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0O248205 EFTA01331723 SDNY_GM_02761284 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248206 EFTA01331724 IN WITNESS WHEREOF, Borrower has caused this Agreement to be duly executed and delivered by its proper and duly authorized officer as of the date first above written. FLIGHT OPTIONS, LLC, BY Name: /4 TO-4V /m Title: Cho( 1-thare/41 Of fi c C"— Notke Address: Flight Options, LLC 26180 Curtiss-Wright Parkway Cleveland, Ohio 44143 . Mn: Chief iv r Telephone: Facsimile: with a copy to: Flight Options Holdings II, Inc. 26180 Curtiss-Wright Parkway Cleveland, Ohio 44143 Attn: Treasurer Telephone: Facsimile: 2394767 "3 (RK•244 SECURITY AGREEMENT) SDNY_GM_02761285 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248207 EFTA01331725 SDNY_GM_02761286 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248208 EFTA01331726 ANNEX A DEFINITIONS The following terms shall have the following meanings for all purposes of this Agreement Certain of the terms used in this Agreement ("OTC Terms") have the meaning set forth in and/or intended by the 'Cane Town Convention', which term means, collectively, (i) the official English language text of the Convention on International Interests in Mobile Equipment, adopted on 16 November 2001 at a diplomatic conference held in Cape Town, South Africa, as the same may be amended or modified from time to time (the "Convention') (ii) the official English language text of the Protocol to the Convention on International Interests in Mobile Equipment on Matters Specific to Aircraft Equipment, adopted on 16 November 2001 at a diplomatic conference held in Cape Town, South Africa, as the same may be amended or modified from time to time (the "Protocol') and (iii) the related procedures and regulations for the International Registry of Mobile Assets located in Dublin, Ireland and established pursuant to the Cape Town Convention, along with any successor registry (the "International Registry') issued by the applicable supervisory authority pursuant to the Convention and the Protocol, as the same may be amended or modified from time to time. By way of example, but not limitation, these CTC Terms include, "administrator% "associated rights", "proceeds', 'international interests", 'security assignment', "transfer', 'working days", 'consent", 'final consent", 'priority search certificate', "professional user entity', "transacting user entity" and 'contract"; except "proceeds" shall also have the meaning set forth below. Additional Aircraft shall mean the aircraft described on Annex E hereto and made a part hereof. Affiliate shall mean, with respect to any Person, any Person controlling, controlled by or under common control with such Person, and for this purpose, 'control' means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of any such Person, whether through the legal or beneficial ownership of voting securities, by contract or otherwise. Aircraft shall mean (i) the Airframe, (ii) the Engines, (iii) any APU, and (iv) the Records, and all accessories, additions, accessions, alterations, modifications, Pans, repairs and attachments now or hereafter affixed thereto or used in connection therewith, and all replacements, substitutions and exchanges (including trade-ins) for any of the foregoing. Airframe shall mean (i) the airframe described in Annex C hereto and shall not include the Engines or any APU, and (ii) any and all Parts from time to time Incorporated in, installed on or attached to such airframe and any and all Parts removed therefrom so long as Agent shall retain a security interest therein in accordance with the applicable terms of this Agreement after removal from such airframe. Applicable Law shall mean all applicable laws, statutes, treaties, conventions, judgments, decrees, injunctions, writs and orders of any court, govemmental agency or authority and rules, regulations, orders, directives, licenses and permits of any governmental body, instrumentality, agency or authority as amended and revised, and any judicial or administrative interpretation, of any of the same, including the airworthiness certificate issued with respect to the Aircraft, the Cape Town Convention, all FARs, airworthiness directives, and/or any of the same relating to noise, the environment, national security, public safety, exports or imports or contraband. Applicable Standards shall mean (i) Applicable Law, (ii) the requirements of the insurance policies required hereunder, and (iil), with respect to the Airframe or any Engine, APU or Part, all compliance requirements set forth in or under (A) all maintenance manuals initially furnished with respect thereto, including any subsequent amendments or supplements to such manuals issued by the manufacturer or supplier thereof from time to time, (B) all mandatory service bulletins issued, supplied, or available by or through the applicable manufacturer with respect thereto, (C) all applicable airworthiness directives issued by the FAA or similar regulatory agency having jurisdictional authority, (D) all conditions to the enforcement of any warranties pertaining thereto, (E) the FAA approved maintenance program with respect 2394767 19 (RK-244 SECURITY AGREEMENT) SDNY_GM_02761287 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248209 EFTA01331727 SDNY_GM_02761288 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248210 EFTA01331728 to the Airframe, the Engines, any APU or Part, and (F) any Computerized Maintenance Monitoring Program or Engine Maintenance Program. APU shall mean (i) any auxiliary power unit described in Annex C hereto and installed on the Airframe as of the Closing Date, whether or not hereafter installed on the Airframe or any other airframe from time to time; (ii) any auxiliary power unit that may from time to time be substituted, pursuant to the applicable terms of this Agreement, for an APU; and (iii) any and all Parts incorporated in or installed on or attached to such auxiliary power unit or any and all Parts removed therefrom so long as Agent shall retain a security interest therein in accordance with the applicable terms of this Agreement after such removal. Business Day shall mean any day other than a Saturday, Sunday or other day on which banks located in New York. New York are closed or are authorized to dose. Collateral shall have the meaning set forth in Section 3.1 hereof. Computerized Maintenance Monitoring Program shall mean any automated on-line maintenance tracking program with respect to the Airframe provided by Borrower, the manufacturer of the Airframe or by a third party, such as CAMP, that is approved by Agent and which makes data with respect to the Aircraft available to Agent. Consent to Lease shall mean the Consent to Lease to be entered into as of the date of any lease permitted by Section 2.4 hereof, among Agent, Borrower and the lessee under such lease. Default shall mean an event or circumstance that, after the giving of notice or lapse of time, or both, would become an Event of Default. Engine shall mean (i) each of the engines described in Annex C hereto and installed on the Airframe as of the Closing Date, whether or not thereafter installed on the Airframe or any other airframe from time to time; (ii) any engine that may from time to time be substituted, pursuant to the applicable terms of this Agreement, for an Engine; and (iii) any and all Parts incorporated in or installed on or attached to such engine or any and all Parts removed therefrom so long as Agent shall retain a security interest therein in accordance with the applicable terms of this Agreement after such removal. Engine Maintenance Proorarn shall mean the Engines' power by the hour engine maintenance program provided by the Engines' manufacturer. Event of Default shall have the meaning set forth in Section 4 hereof. Event of Loss with respect to the Aircraft, the Airframe, any Engine or any APU shall mean any of the following events: (i) loss of such property or the use thereof due to theft, disappearance, destruction, damage beyond repair or rendition of such property permanently unfit for normal use for any reason whatsoever; (ti) any damage to such property that results in an insurance settlement with respect to such property on the basis of a total loss or constructive total loss; (iii) the condemnation, confiscation or seizure of, or requisition of title to or use of, such property by the act of any government (foreign or domestic) or of any state or local authority or any instrumentality or agency of the foregoing cReouisition of user (iv) as a result of any rule, regulation, order or other action by any government (foreign or domestic) or governmental body (including, without limitation, the FAA or any similar foreign governmental body) having jurisdiction, the use of such properly shall have been prohibited, or such property shall have been declared unfit for use, for a period of six (6) consecutive months, unless Borrower, prior to the expiration of such six-month period, shall have undertaken and, in the opinion of Agent, shall be diligently carrying forward all steps that are necessary or desirable to permit the normal use of such property by Borrower or, in any event, if use shall have been prohibited, or such property shall have been declared unfit for use, for a period of twelve (12) consecutive months; (v) with respect to an Engine or an APU, the removal thereof from the Airframe for a period of six (6) consecutive months or longer, whether or not such Engine or APU is operational; or (vi) an Engine or an APU is returned to the manufacturer thereof, other than for modification in the event of patent infringement or for repair or 2394767 20 (RK-244 SECURITY AGREEMENT) SDNY_GM_02761289 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0024821 I EFTA01331729 SDNYGM02761290 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248212 EFTA01331730 replacement (any such return being herein referred to as a Return to Manufacturer). The date of such Event of Loss shall be the date of such theft, disappearance, destruction, damage, Requisition of Use, prohibition, unfitness for use for the stated period, removal for the stated period or Return to Manufacturer. EM shall mean the United States Federal Aviation Administration and/or the Administrator of the Federal Aviation Administration and the Department of Transportation, or any Person, governmental department, bureau, authority, commission or agency succeeding the functions of any of the foregoing, including, where applicable, the Transportation Security Administration. FAA Counsel shall mean such counsel as Agent may designate from time to time to assist it with FAA matters. FARE shall mean the Federal Aviation Regulations and any Special Federal Aviation Regulations (Title 14 C.F.R. Part I et seq.), together with all successor regulations thereto. Financed Aircraft shall mean the aircraft described on Annex D hereto and made a part hereof. GAAP shall mean generally accepted accounting principles in the United States as then in effect, which shall include the official interpretations thereof by the Financial Accounting Standards Board applied on a basis consistent with the past accounting practices and procedures of Borrower. IDERA shall mean an Irrevocable De-Registration and Export Request Authorization substantially in the form of Annex F attached hereto. Impositions shall have the meaning set forth in Section 2.3 hereof. Liens shall mean all liens, charges, security interests, leaseholds, international interests and other Registerable Interests and encumbrances of every nature and description whatever, including, without limitation, any rights of third parties under Third Party Agreements, and any registrations on the International Registry, without regard to whether such registrations are valid. Loan Documents shall mean this Agreement, any Consent to Lease and any and all other documents, agreements or instruments securing, evidencing or relating to the Obligations, as the same may be amended from time to time. Material Adverse Effect shall mean a material adverse effect upon the business, condition (financial or otherwise), operations, performance or properties of Borrower or its ability to perform its obligations under this Agreement and any of the other Loan Documents. Material Damaoe shall mean any damage: (i) required to be reported pursuant to any governmental reporting requirement, (ii) with respect to which an insurance claim is being made, or (iii) requiring that the Aircraft or any Engine be taken out of service for more than one (1) day to repair. Obligations shall mean all indebtedness, obligations or liabilities of Borrower owing to Agent, either Lender or to any Affiliate of either Lender, of every kind and description, direct or indirect, secured or unsecured, joint or several, absolute or contingent, due or to become due, whether for payment or performance, now existing or hereafter arising, including, but not limited to, all indebtedness, obligations or liabilities under, arising out of or in connection with (i) this Agreement or any of the other Loan Documents, or (ii) each of the loan and aircraft security agreements, promissory notes and other loan documents securing, evidencing or relating to loans financing the Financed Aircraft and with respect to which a Lender or such Lender's Affiliate is the holder of the promissory note(s) evidencing Borrower's obligation to repay such loan. Parts shall mean all appliances, avionics, parts, instruments, appurtenances, accessories, furnishings and other equipment of whatever nature (other than complete Engines) that may from time to time be 2399767 21 (RK-244 SECURITY AGREEMENT) SDNY_GM_02761291 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248213 EFTA01331731 SDNY_GM_02761292 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248214 EFTA01331732 incorporated or installed in or attached to the Airframe, any Engine or any API), and any and all such appliances, avionics, parts, instruments, appurtenances, accessories, furnishings and other equipment removed therefrom so long as Agent shall retain a security interest therein in accordance with the applicable terms of this Agreement after such removal. Permitted Liens shall mean, so long as the same are expressly subject and subordinate to Agent's Lien on the Collateral, (a) the respective rights of others under Third Party Agreements, if any, to the extent expressly provided and permitted by the terms of Section 2.4 of this Agreement, (b) Liens for taxes either not yet due or being contested by Borrower in good faith with due diligence and by appropriate proceedings, so long as such proceedings do not involve, in Agent's sole judgment, any material danger of the sale, foreclosure, transfer, forfeiture or loss of the Collateral, or title thereto, the rights of Agent or either Lender hereunder or Agent's or either Lender's interest therein, and for the payment of which taxes adequate reserves shall have been established in accordance with GAAP or other appropriate provisions satisfactory to Agent have been made, and (c) inchoate materialmen's, mechanic's, workmen's, repairmen's, employee's, or other like Liens arising in the ordinary course of business of Borrower for sums not yet delinquent or being contested in good faith with due diligence and by appropriate proceedings, so long as such proceedings do not involve, in Agent's sole judgment, any material danger of the sale, foreclosure, transfer, forfeiture or loss of the Collateral, or title thereto, the rights of Agent or either Lender hereunder or Agent's or either Lender's interest therein, and for the payment of which sums adequate reserves shall have been established in accordance with GAAP or other appropriate provisions satisfactory to Agent have been made. Person shall mean any individual, partnership, corporation, limited liability company, trust, association, joint venture, joint stock company, or non incorporated organization or government or any department or agency thereof, or any other entity of any kind whatsoever. proceeds shall have the meaning assigned to it in the UCC, and in any event, shall include, but not be limited to, all money and non-money proceeds of the Airframe and/or Engines (as contemplated by the Cape Town Convention), goods, accounts, chattel paper, documents, instruments, general intangibles, investment property, deposit accounts, letter of credit rights and supporting obligations (to the extent any of the foregoing terms are defined In the UCC, any such foregoing terms shall have the meanings given to the same in the UCC), and all rights in and to any of the foregoing, and any and all rents, payments. charter hire and other amounts of any kind whatsoever due or payable under or in connection with the Aircraft, including, without limitation, (A) any and all proceeds of any Insurance, Indemnity, warranty or guaranty payable to Borrower from time to time with respect to the Aircraft, (B) any and all payments (in any form whatsoever) made or due and payable to Borrower from time to time in connection with any requisition, confiscation, condemnation, seizure or forfeiture of the Aircraft by any governmental body, authority, bureau or agency or any other Person (whether or not acting under. color of governmental authority), and (C) any and all other rents or profits or other amounts from time to time paid or payable under or in connection with the Aircraft, but excluding, in each case, any and all accounts (as such term is defined in the UCC) other than accounts resulting from (A) any damage, loss (including, without limitation, any Event of Loss) or other casualty of any of the Collateral, or (B) any sale, transfer or other disposition of any of the Collateral. Records shall mean any and all logs, manuals, certificates and data and inspection, modification, maintenance, engineering, technical, and overhaul records (whether In written or electronic form) with respect to the Aircraft, including, without limitation, all records (I) required to be maintained by-the FAA or any other governmental agency or authority having jurisdiction with respect to the Aircraft or by any manufacturer or supplier of the Aircraft (or any part thereof) with respect to the enforcement of warranties or otherwise, (ii) evidencing Borrowers compliance with Applicable Standards, and (Iii) with respect to any maintenance service program for the Airframe or Engines, including, without limitation, any Computerized Maintenance Monitoring Program or Engine Maintenance Program. Reaisterable Interests shall mean all existing and prospective international interests and other interests, rights and/or notices, sales and prospective sales, assignments and subordinatlons, in each case, susceptible to being registered at the International Registry pursuant to the Cape Town Convention. 2349767 22 (RK-244 SECURITY AGREEMENT) SDNY_GM_02761293 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248215 EFTA01331733 SDNYGM02761294 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002482 I 6 EFTA01331734 Third Party Agreements shall mean any and all leases, subleases, management agreements, interchange agreements, charter agreements, pooling agreements, timeshare agreements, overhaul agreements, repair agreements and any other similar agreements or arrangements of any kind whatsoever relating to the Aircraft or any part thereof, but excluding, in each case, any and all accounts (as such term is defined in the UCC) other than accounts resulting from (i) any damage, loss (including, without limitation, any Event of Loss) or other casualty of any of the Collateral, or (h) any sale, transfer or other disposition of any of the Collateral. Transportation Code shall mean Subtitle VII of Title 49 of the United States Code, as amended and recodified. UCC shall mean the applicable Uniform Commercial Code as then in effect in the applicable jurisdiction. 2394767 23 (RK-244 SECURITY AGREEMENT) SDNY_GM_02761295 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248217 EFTA01331735 SDNY GM 02761296 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002482 I 8 EFTA01331736 ANNEX B [INTENTIONALLY OMITTED FOR FAA FILING PURPOSES] 2394767 24 (RK-244 SECURFTY AGREEMENT) SDNY_GM_02761297 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248219 EFTA01331737 SDNY_GM_02761298 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248220 EFTA01331738 ANNEX C AIRCRAFT INFORMATION One (1) Raytheon Aircraft Company model 400A (described on the International Registry Manufacturer's List as RAYTHEON AIRCRAFT COMPANY model 400A) aircraft that consists of the following components: (a) Airframe bearing U.S. Registration Number N493LX and manufacturer's serial number RK- 244. (b) Two (2) Pratt & Whitney Canada model JT15D-5 (described on the International Registry Manufacturer's List as PRATT & WHITNEY CANADA model JT15D SERIES) aircraft engines bearing manufacturer's serial numbers PCE-JA0256 and PCE-JA0257 (described on the International Registry Manufacturer's List as JA0256 and JA0257) (each of which has 550 or more rated takeoff horsepower or the equivalent of such horsepower). (c) Standard avionics and equipment, all other accessories, additions, modifications and attachments to, and all replacements and substitutions for, any of the foregoing, all as more particularly described on Schedule A attached hereto and made a part hereof. 2394767 25 (RK•244 SECURITY AGREEMENT) SDNY_GM_02761299 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248221 EFTA01331739 SDNY_GM_02761300 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248222 EFTA01331740 SCHEDULE A TO ANNEX C AVIONICS AND EQUIPMENT vionics: Collins Proline 3-Tube EFIS Dual Collins FMS-5000's w/ GPS 4000 Collins APS-4000 Autopilot Collins VHF-422C Comm Dual Collins VIR-432 Nays Collins ADF-462 ADF Dual Collins DME-422 DME Dual Collins TDR-94D's Mode "S" Transponders Collins ALT-55B Radar Altimeter Collins SDU-640A RMI Dual Collins AHC-85E AHARS RVSM Compliant Other Eauioment Freon Air Conditioning Nordam Thrust Reversers Aft Baggage Extension Lead Acid Battery Conversion Tail De-Ice Mod Exterior. Collins WXR-850 WX Radar Dual Collins DB-438 Audio L3 Communication CVR 2 Hour Dual Glideslope Rec JET Standby Horizon Flitefone VI TCAS 94 Dual Digital Clocks Dual Marker Beacons Landmark TAWS Takeoff Improvement Mod Tail Logo Lights Left and Right Wing Ice Lights Dual Cockpit Relief Tubes Overall Matterhorn White with Turquoise Green, Antique Gold and Cumulus Gray Metallic Striping with Gray Exits Interior: Seven-Passenger Configuration with a belted potty, Mic cabin four place dub, 2 forward facing rear seats, Tan Leather Seats - Fireblocked - Vanilla Headliner - Fawn Carpeting - Custom Galley - Dual Mapcos TOGETHER WITH ALL ADDITIONS, ACCESSIONS, MODIFICATIONS, IMPROVEMENTS, REPLACEMENTS, SUBSTITUTIONS, AND ACCESSORIES THERETO AND THEREFOR, ALL AVIONICS, ONBOARD EQUIPMENT AND LOOSE EQUIPMENT, NOW OWNED OR HEREAFTER ACQUIRED, LOCATED ON THE AIRCRAFT OR REMOVED THEREFROM SO LONG AS AGENT SHALL RETAIN A SECURITY INTEREST THEREIN IN ACCORDANCE WITH THE APPLICABLE TERMS OF THIS AGREEMENT AFTER SUCH REMOVAL, AND ALL MANUALS, DOCUMENTATION, TECHNICAL PUBLICATIONS, RECORDS AND LOGBOOKS WITH RESPECT THERETO (IN WRITTEN FORM OR AS COMPUTER DATA, DISCS OR TAPES, WHETHER NOW EXISTING OR HEREAFTER ACQUIRED OR CREATED, AND WHETHER IN THE POSSESSION OF BORROWER OR HELD ON BEHALF OF BORROWER BY OTHERS). 2394767 26 (RK-244 SECURITYAGREEMENT) SDNY_GM_02761301 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248223 EFTA01331741 SDNY_GM_02761302 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248224 EFTA01331742 ANNEX D [INTENTIONALLY OMITTED FOR FAA FILING PURPOSES] 2394767 27 (RK•244 SECURITY AGREEMENT) SDNY_GM_02761303 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248225 EFTA01331743 SDNY_GM_02761304 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248226 EFTA01331744 ANNEX E [INTENTIONALLY OMITTED FOR FAA FILING PURPOSES] 2394767 28 (RK-244 SECURITY AGREEMENT) SDNY_GM_02761305 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248227 EFTA01331745 SDNY_GM_02761306 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248228 EFTA01331746 ANNEX F This Irrevocable De-Registration and Export Request Authorization is linked to and part of the Aircraft Security Agreement (SIN RK-244) dated as of November 2011, by Flight Options, LLC in favor of The Prudential Insurance Company of America, as collateral agent, which is being filed with the Federal Aviation Administration contemporaneously herewith. IRREVOCABLE DE-REGISTRATION AND EXPORT REQUEST AUTHORIZATION November 2011 To: United States Federal Aviation Administration Re: Irrevocable De-Registration and Export Request Authorization One (1) Raytheon Aircraft Company model 400A (described on the International Registry Manufacturers List as RAYTHEON AIRCRAFT COMPANY model 400A) aircraft bearing manufacturer's serial number RK-244 and U.S. Registration No. N493LX, and two (2) Pratt & Whitney Canada model JT15D-5 (described on the International Registry Manufacturers List as PRATT & WHITNEY CANADA model JT15D SERIES) aircraft engines bearing manufacturer's serial numbers PCE-JA0256 and PCE- JA0257 (described on the International Registry Manufacturer's List as JA0256 and JA0257) (together with, in the case of each of the foregoing, all Installed, Incorporated or attached accessories, parts and equipment, the "aircraft"). This instrument is an irrevocable de-registration and export request authorization issued by the undersigned in favor of The Prudential Insurance Company of America, as collateral agent (the "authorized oartv") under the authority of Article XIII of the Protocol to the Convention on International Interests in Mobile Equipment on Matters specific to Aircraft Equipment. In accordance with that Article, the undersigned hereby requests: (i) recognition that the authorized party or the person it certifies as its designee is the sole person entitled to: (a) procure the de-registration of the aircraft from the United States Aircraft Registry maintained by the United States Federal Aviation Administration for the purposes of Chapter III of the Convention on International Civil Aviation, signed at Chicago, on 7 December 1944; and (b) procure the export and physical transfer of the aircraft from the United States of America; and (ii) confirmation that the authorized party or the person it certifies as its designee may take the action specified in clause (I) above on written demand without the consent of the undersigned and that upon such demand, the authorities in the United States of America shall cooperate with the authorized party with a view to the speedy completion of such action. The rights in favor of the authorized party established by this instrument may not be revoked by the undersigned without the written consent of the authorized party. Please acknowledge your agreement to this request and its terms by appropriate notation in the space provided below and lodging this instrument in the United States Aircraft Registry. FLIGHT OPTIONS, LLC UNITED STATES FEDERAL AVIATION ADMINISTRATION By: By - Name: Name: Title: Title: Agreed to and lodged this day of November, 2011 (insert relevant notational details] 2394767 29 (RK-244 SECURITY AGREEMENT) SDNY_GM_02761307 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248229 EFTA01331747 SDNYGM02761308 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248230 EFTA01331748 ANNEX G [INTENTIONALLY OMITTED FOR FM FILING PURPOSES] 2391767 30 (FIK-244 SECURITY AGREEMENT) SDNY_GM_02761309 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0024823 I EFTA01331749 SDNY_GM_02761310 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248232 EFTA01331750 CLOSING TERMS ADDENDUM (-Closina Terms Addendum') to Aircraft Security Agreement (SIN RK-244) dated as of November 2011 (the "Agreement"), by FLIGHT OPTIONS. LLC, a Delaware limited liability company ("Borrowers) in favor of THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, as collateral agent ('ikoenr). All capitalized terms not defined in this Closing Terms Addendum are defined in the Agreement. Execution of the Agreement by Borrower shall be deemed to constitute execution and acceptance of the terms and conditions of this Closing Terms Addendum, and it shall supplement and be a part of the Agreement. Conditions Precedent: 1. On or prior to the Closing Date and at least one full Business Day prior to closing, Agent shall have received all of the following, in form and substance satisfactory to Agent: (a) the Agreement duly executed by Borrower; (b) an opinion of counsel for Borrower to Agent and Lenders as to matters that Agent may reasonably require; (d) certificate(s) of good standing for Borrower from its state of organization and the state(s) where the primary hangar location of the Aircraft and the chief executive offices and principal place of business of Borrower are located; (e) a certificate for Borrower executed by its secretary or other authorized representative certifying: (i) that the execution, delivery and performance of the Agreement and the other Loan Documents to which it is a party and the entry by Borrower into the transactions contemplated hereby and thereby have been duly authorized, (ii) the name(s) of the Person(s) authorized to execute and deliver such documents on behalf of Borrower, together with specimen signature(s) of such Person(s); and (iii) the certificate of formation, limited liability company agreement and other organizational documents of Borrower, (f) evidence as to the insurance coverage required under the Agreement, including, but not limited to, a certificate of insurance, copies of endorsements (including a lender endorsement), and, if requested by Agent, copies of applicable policies; (g) copies of: (i) if title to the Aircraft is not then vested in Borrower, the warranty bill of sale and FAA Aircraft Bill of Sale (AC Form 8050.2) conveying title to the Aircraft to Borrower and such other documents relating to the purchase or conveyance of title as Agent may request; (ii) if title to the Aircraft is vested in Borrower, the FM Certificate of Aircraft Registration (AC Form 8050-3) for the Aircraft in the name of Borrower; and (Iii) the FAA Standard Airworthiness Certificate (AC Form 8100-2) for the Aircraft; (h) confirmation that Borrower is a transacting user entity of the International Registry and that it has designated FAA Counsel as its professional user entity; (i) priority search certificates from the International Registry indicating that the Aircraft is free and clear of Registerable Interests; a) a copy of Borrower's Engine Maintenance Program for the Engines and a collateral assignment to Agent of Borrower's rights thereunder and of the engine reserves thereunder; (k) a copy of Borrower's Computerized Maintenance Monitoring Program for the Airframe; and (I) such other documents, certificates and opinions, and evidence of such other matters, as Agent, Agent's counsel or FM Counsel, may reasonably request or as are necessary, in the opinion of FAA Counsel, to (1) perfect with the FAA Agent's Lien in the Collateral, and (2) register Agent's 2394757 31 (RK-244 SECURITY AGREEMENT) SDNY_GM_02761311 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248233 EFTA01331751 SDNY_GM_02761312 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248234 EFTA01331752 international interest in the Aircraft and any associated rights pursuant to the Cape Town Convention, free and clear of Liens. 2. On or prior to the Closing Date, Agent shall have received evidence that FAA Counsel has received in escrow: (i) executed and authorized releases (including, without limitation, any discharges of international interests) in form and substance satisfactory to FM Counsel of any Liens on the Aircraft, along with the consent(s) (including final consent(s)) of the applicable parties thereto; (ii) if the Aircraft is not then owned by Borrower, the executed FAA Aircraft Registration Application (AC Form 80504) for the Aircraft in Borrowers name and the FM Aircraft Bill of Sale (AC Form 8050-2) conveying title to the Aircraft to Borrower; (iii) such other documents as are necessary, in the opinion of Agent's counsel and/or FM Counsel to perfect Agent's Lien in the Aircraft; and (iv) the executed original of the Agreement and an IDERA; all the foregoing being In proper form for filing with the FAA. 3. On the Closing Date, Agent shall have received assurances from FM Counsel, in form and substance satisfactory to Agent, that (i) the Aircraft (including the Airframe and Engines) is free and clear of all Registerable Interests and other Liens of record with the FAA and the International Registry; (i) title to the Airframe is vested in the name of Borrower or will be vested in the name of the Borrower upon filing with the FAA of the Aircraft Registration Application and the FM Aircraft Bill of Sale in the name of Borrower, if applicable; (iii) upon filing of the Agreement with the FM and the registration of the contract of sale, if applicable, and the international interest created thereby with the International Registry. Agent will have a valid and perfected Lien and international interest in the Aircraft (including the Airframe and the Engines); (iv) the filing of the Agreement with the FM has been effected; and (v) the registration of the contract of sale, if applicable, and all international interests created by the Agreement has been consented to by all parties. 4. At closing, Agent and FAA Counsel shall receive confirmation (which confirmation shall be satisfactory to Agent and FM Counsel) by the professional user entity of Borrower that such party has consented (including all required final consents) to the registration of the contract of sale, if applicable, and all international interests created by the Agreement. 5. On the Closing Date, Agent shall receive a priority search certificate from the International Registry evidencing that the contract of sae, if applicable, and Agent's international interests in the Aircraft (including the Airframe and the Engines) and associated rights have been duly registered therein. 2394787 32 (RK'244 SECURITY AGREEMENT) SDfie_GM_02781313 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248235 EFTA01331753 SDNY_GM_02761314 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248236 EFTA01331754 ATTACHMENT NUMBER k to This Irrevocable De-Registration and Export Request Authorization is linked to and part of the Aircraft Security Agreement (SIN RK-244) dated as of November 2011, by Flight Options, LLC in favor of The Prudential Insurance Company of America, as collateral agent, which is being filed with the Federal Aviation Administration contemporaneously herewith. IRREVOCABLE DE-REGISTRATION AND EXPORT REQUEST AUTHORIZATION November k. 2011 To: United States Federal Aviation Administration Re: Irrevocable De-Registration and Export Request Authorization One (1) Raytheon Aircraft •CoMpany model 400A (described on the International Registry Manufacturer's List as RAYTHEON AIRCRAFT COMPANY model 400A) aircraft bearing manufacturer's serial number RK-244 and U.S. Registration No. N493LX, and two (2) Pratt & Whitney Canada model JT15O-5 (described on the International Registry Manufacturer's List as PRATT & WHITNEY CANADA model JT15O SERIES) aircraft engines bearing manufacturers serial numbers PCE-JA0256 and PCE- JA0257 (described on the International Registry Manufacturers List as JA0256 and JA0257) (together with, in the case of each of the foregoing, all installed, incorporated or attached accessories, parts and equipment, the "aircraft'). This instrument is an irrevocable de-registration and export request authorization issued by the undersigned in favor of The Prudential Insurance Company of America, as collateral agent (the "authorized oath() under the authority of Article XIII of the Protocol to the Convention on International Interests in Mobile Equipment on Matters specific to Aircraft Equipment. In accordance with that Article, the undersigned hereby requests: (i) recognition that the authorized party or the person it certifies as its designee is the sole person entitled to: (a) procure the de-registration of the aircraft from the United States Aircraft Registry maintained by the United States Federal Aviation Administration for the purposes of Chapter III of the Convention on International Civil Aviation, signed at Chicago, on 7 December 1944; and (b) procure the export and physical transfer of the aircraft from the United States of America; and (ii) confirmation that the authorized party or the person it certifies as its designee may take the action specified in clause (I) above on written demand without the consent of the undersigned and that, upon such demand, the authorities in the United States of America shall cooperate with the authorized party with a view to the speedy completion of such action. The rights in favor of the authorized party established by this instrument may not be revoked by the undersigned without the written consent of the authorized party. Please acknowledge your agreement to this request and its terms by appropriate notation in the space provided below and lodging this instrument in the United States Aircraft Registry. FLIGHT OPTIONS, LLC UNITED STATES FEDERAL AVIATION ADMINISTRATION By: By: Name: Michael A. Rossi Name: Title: Chief Financial Officer Title: Agreed to and lodged this day of November, 2011 2394883 (Ric244 IDERA) SDNY_GM_02781315 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248237 EFTA01331755 VIi0W11)10 1110 vvRoivuo ZZ V, hid 91 RON NY US NOWNIS19311.1.3y8Otri VVd kill* 031IA SDNY_GM_02761316 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248238 EFTA01331756 DOCUMENT LEVEL ANNOTATIONS FOR DOCUMENT ARE003226550 Orig #3331 retd to MST SDNY_CPO_02761317 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248239 EFTA01331757 SDNY_GM_02761318 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248240 EFTA01331758 FORM APPROVED OMB No. 2120-0042 UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION fraoaaAL Avows. ADMINISTRATION-MKS MONRONEY AERONAUTIC/J. CENTER AIRCRAFT REGISTRATION APPLICATION • "C CERT: ISSUE DATE a REGthWASWITSABER N 493LX c ? AIRCRAFT MANUFACTURER & MODEL Raytheon Aircraft CaTpany 4COA c il AIRCRAFT SERIAL No. C RK-244 FOR FAA USE ONLY TYPE OF REGISTRATION (Check One box) 01. Individual 02. Partnership CIO. Corporation 04. Co-Owner 0 5. Government 0 8. Non-Citizen Corporation 0 9. Non-Citizen Corporation Co-Owner NAME OR APPLICANT (Penton(*) shown on evidence of ownership. II Individual, give last name, first name, and middle Initial.) III Flight Options, LLC 100% of 100% TELEPHONE NUMBER: ( ) ADDRESS (Permanent mailing address for first applicant on list) (II P.O. Box Is used, physical address must also be shown.) Flight Options, LLC % Number end street• 26180 Curti Parkway ss-Wright Rural Route: P.O. Box: CRY Richmond Heights STATE OH ZIP CODE 44143 CI CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION! Read the following statement before signing this application. This portion MUST be completed. A false or dishonest answer to any question in this application may be grounds roe punishment by tine and/or Imprisonment (U.S. Code. Tato 18, Sec. 1001). I III CERTIFICATION NNE CERTIFY: (1) That the above aircraft is owned by the undersigned applicant. who Is a citizen (Including corporations) of the United States. (For voting trust, give name of trustee: ). or: CHFCK ONE AS APPROPRIATE* a. A resident alien, with alien registration (Form 1-151 or Form 1-551) No. b. A non-citizen corporation organized and doing business under the laws of (state) and said aircraft Is based and primarily used in the United States. Records or flight hours ate available for Inspection at (2) That the aircraft is not registered under the laws of any foreign country: and (3) That legal evidence of ownership is attached or has been filed with the Fedoras Aviation Administration. NOTE: If executed for co-ownership all applicants must sign. Use reverse side if necessary. TYPE OR PRINT NAME BELOW SIGNATURE EACH PART OF THIS APPLICATION MUST BE SIGNED IN INK. SIGNATURE v.vv'''.1 . TITLE VP Whole AC Sales & Acquisitions of Flight_Options, LW__ DATE SIGNATURE Edward T. McDonald TITLE DATE 11- /iv - 1/ SIGNATURE TITLE DATE NOTE Pending receipt of the Certificate of Aircraft Registration. the aircraft may be operated for a period not in excess of 90 days. during which time tho PINK copy of this application must be carried In the aircraft. AC Form 8050-1 (1/09) (NSN 0052-00-628-9007) Supersedes Previous Edition SDNY_GM_02761319 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248241 EFTA01331759 • VfriONV/NO V.110 VWC:01-N-040 ZS 2 bid 9T !ION 110? N0I1V8ISID38 %/VA HIIM 031Ig SDNY_GM_02761320 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248242 EFTA01331760 UNITED STATES OF AMERICA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AviAnoti AounisTRATtoN AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N493LX AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS 11. 114 DAY OF /100. ., 2011 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: FORM APPROVED OMB NO. 2120-0042 0 0 S 8 a S e. e. A 0 0 a Do Not Wrke In This Block FOR FM USE ONLY PURCHASER NAME AND ADDRESS (IF INDIVIDUAL (5), GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL.) FLIGHT OPTIONS, LLC 26180 CURTISS-WRIGHT PARKWAY CLEVELAND, OH 44143 6.25% OF 100% DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER. AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS " DAY OF ., 2011. SELLER NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) (IN INK) (IF EXECUTED FOR CO.OWNERSHIP, ALL MUST SIGN.) TITLE (TYPED OR PRINTED) ADVANCE BEVERAGE de-- VP WHOLE AIRCRAFT SALES & ACQUISITIONS OF COMPANY, INC. EDWARD T. MCDONALD FLIGHT OPTIONS, LLC ACTING AS ATTORNEY-IN- FACT FOR ADVANCE BEVERAGE COMPANY, INC. ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (1109) (NSN 005240629-0003) Supersedes Previous Edition SDNY_GM_02761321 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248243 EFTA01331761 VIIONVD10 Ally VHOHV1Y0 LS 2 LW 9T ITN ILO? US NOIIVU1S103U liVUOUI. 'PH R116'. 03114 SDNY_GM_02761322 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248244 EFTA01331762 UNITED STATES OF AMERICA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATOR AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N493LX AIRCRAFT MANUFACTURER 8 MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS it. 1H DAY OF V100 • ., 2011 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: 0 FORM APPROVED OMB NO. 2120-0042 0 0 0 0 O Do Not WO In TAB Block FOR FM USE ONLY PURCHASER NAME AND ADDRESS (IF INDIVIDUAL (S). GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL.) FLIGHT OPTIONS, LLC 26180 CURTISS-WRIGHT PARKWAY CLEVELAND, OH 44143 6.25% OF 100% DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS. AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS r c "I DAY OF ., 2011. Ce w -I -J LIJ U) NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) (IN IMQ (IF EXECUTED FOR CO-OWNERSHIP, ALL MUST SIGN.) TITLE (TYPED OR PRINTED) NORDIC AIR, LLC de....., "....... VP WHOLE AIRCRAFT SALES & ACQUISITIONS OF EDWARD T. MCDONALD FLIGHT OPTIONS, LLC ACTING AS ATTORNEY-IN- FACT FOR NORDIC AIR, LLC ACKNOWLED0FMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER. MAY BE REOUIREO 8Y LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (1/09) (NSN 0052-00-829-0003) Supersedes Previous Echbon SDNY_GM_02761323 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248245 EFTA01331763 01011111)10 1110 V1101-1111Y 0 LSZWd 91 MN 1107 89 H011V1l1S193H 1.V110)i:. Snii 1411M 0 3114 SDNY_GM_02761324 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248246 EFTA01331764 UNITED STATES OF AMERICA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADIAINISTRATION AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N493LX AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS U. 1" DAY OF Roo. ., 2011 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: X 0 FORM APPROVED OMB NO. 2120-0042 0 0 q A 0 Do NNW.. In This Block yny FOR FAA USE ONLY PURCHASER NAME AND ADDRESS (IF INDIVIDUAL (S), GIVE LAST NAME. FIRST NAME. AND MIDDLE INITIAL.) FLIGHT OPTIONS, LLC 26180 CURTISS-WRIGHT PARKWAY CLEVELAND, OH 44143 6.25% OF 100% DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOW SINGULARLY THE SAID AIRCRAFT FOREVER. AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS I to m DAY OF ., 2011. 11 • SELLER NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) (IN INK) (IF EXECUTED FOR CO.OWNERSHIP, ALL MUST SIGN.) TITLE (TYPED OR PRINTED) EMERIL AIR, LLC 4.---- VP WHOLE AIRCRAFT SALES & ACQUISITIONS OF EDWARD T. MCDONALD FLIGHT OPTIONS, LLC ACTING AS ATTORNEY-IN- FACT FOR EMERIL AIR, LLC ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (1/09) (NSN 0052-00-629.0003) Supersedes Previous Ed Sion SDNY_GM_02761325 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248247 EFTA01331765 VwOHV1NO 1110 Visi0H1190 LS Z Lid 91 MN 110? Y9 NOIIVILLSIDMI VV! HUM 03114 SDNY_GM_02761326 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248248 EFTA01331766 UNITED STATES OF AMERICA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N493LX AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS DAY OF now.., 2011 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: FORM APPROVED OMB NO. 2120-0042 Do NM Write In This Block FOR FAA USE ONLY PURCHASER NAME AND ADDRESS (IF INDIVIDUAL (5). GIVE LAST NAME, FIRST NAME. AND MIDDLE INITIAL,) FLIGHT OPTIONS, LLC 26180 CURTISS-WRIGHT PARKWAY CLEVELAND, OH 44143 6.25% OF 100% DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS. AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER. AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 1, In DAY OF ., 2011. a • Ir w -I J UJ Cl) NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) (IN INK) (IF EXECUTED FOR CO-OWNERSHIP, ALL MUST SIGN.) TITLE (TYPED OR PRINTED) DOCKERY LEASING e.------" -- VP WHOLE AIRCRAFT SALES & ACQUISITIONS OF CORPORATION EDWARD T. MCDONALD FLIGHT OPTIONS, LLC ACTING AS ATTORNEY-IN- FACT FOR DOCKERY LEASING CORPORATION ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING' HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 5050-2 (1/09) (NSN 0052-00429-0003) Supersedes Previous &Rion SDNY_GM_02761327 GO 2 a i S. 0 G yT SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248249 EFTA01331767 VYIOHVI)10 1110 VWON„1X0 LS l kid 9T RCN II0? 14011V8iSt0311 .1.34lirAli VV3 HAIM 0311? SDNY_GM_02761328 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248250 EFTA01331768 UNITED STATES OF AMERICA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N493LX AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS It, TH DAY OF llou.., 2011 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: FORM APPROVED OMB NO. 2120-0092 W 0 0 0 0 0 a S 0 0 0 4 Do Not Write In This Block FOR FAA USE ONLY PURCHASER NAME AND ADDRESS (IF INDIVIDUAL (3), GIVE LAST NAME, FIRST NAME. AND MIDDLE INITIAL.) FLIGHT OPTIONS, LLC 26180 CURTISS-WRIGHT PARKWAY CLEVELAND, OH 4 143 3.125% OF 100% DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS. ADMINISTRATORS. AIYD ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER. AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY AND SEAL THIS 1 I " DAY OFn o• SELLER NAME (S) OF SELLER (TYPED OR PRINTED) 'SIGNATURE (S) (IN INIty(IF EXECUTED FOR CO-OWNERSHIP. ALL MUST SIGN. TITLE (TYPED OR PRINTED) DANIEL 0. CONWILL, IV VP WHOLE AIRCRAFT SALES & ACQUISITIONS OF EDWARD T. MCDONALD FLIGHT OPTIONS, LLC ACTING AS ATTORNEY-IN- FACT FOR DANIEL 0. CONWILL, IV ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOgES OF FAA RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (1/09) (NSN 0052.00-629.0003) Supersedes Previous Edition 113201521289 $6.90 11/16/2011 SDNY_GM_02761329 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248251 EFTA01331769 VII0HV1)10 VVIORV-P30 LS 2 bid 9T RCN 110? tlE1 NOLLVILLS1$311 .1.31/83H- VV3 HUM arl 4 SDNY_GM_02761330 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248252 EFTA01331770 U.S. Department of Transportation Federal Aviation Administration Date of Issue: October 12, 2011 Flight Standards Service Aircraft Registration Branch, AFS-760 FLIGHT OPTIONS LLC DOCKERY LEASING CORP ET-AL 26180 CURTISS WRIGHT PKWY RICHMOND HEIGHTS OH 44143-1453 ,. Fax 405-681-9299 ATTENTION: JENNIFER LUDWICK P.O. Box 25604 Oklahoma City, Oklahoma 73126-0604 (405) 9544118 Toll Free: 14664624434 WEB Address: httplikegistly.faa.gov T116540 This facsimile must be carried in the Aircraft as a Temporary Certificate of Registration for N493LX RAYTHEON AIRCRAFT COMPANY 400A Serial RK-244 and is valid until Nov 11, 2011. This is not an airworthiness certificate. For airworthiness information, contact the nearest Federal Aviation Administration Flight Standards District Office ketra--, for Walter Binkley Manager, FAA Aircraft Registry, AFS-750 Federal Aviation Administration AFS730-FAX4 (03/10) SDNY_GM_02761331 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248253 EFTA01331771 SDNY GM 02761332 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248254 EFTA01331772 8 Declaration of International Operations The Owners listed below: 1.) Dockery Leasing Corporation 6.26% of 100% rn 0 it? 2.) Emerll Air, LLC 6.26% of 100% 3.) Daniel O. Conwill IV 3.126% of 100% 4.) Advance Beverage Company, Inc. 6.26% of 100% 5.) Nordic Air, LLC 6.26% of 100% 6.) Flight Options, LLC 71.875% of 100% 7.) 8.) 9.) 10.) 11.) 12.) 13.) 14.) as the owner(s) of aircraft Model N493O( , Manufacturer Raytheon Aircraft Company 400A Serial Number RK•244 declares that this aircraft is as flight number departing, with a destination of Peterborough Airport, Windsor Ontario Airport scheduled to make an international flight on October 14. 2011 Cuyahoga County Airport, Richmond Heights, Ohio Expedited registration in support of this International flight is requested this 12th day of OctWr 2011 with knowledge that: Whoever, in any matter within the jurisdiction of the executive branch of the Government of the United States, knowingly and willfully makes or uses any false writing or document knowing the same to contain any materially false, fictitious or fraudulent statement of representation shall be fined under Title 18 United States Code or imprisoned not more thani 5 years. or both. 18 U.S.C. 1001(a) Name of Owner(s): Signature: See List Above Typed Name of Signer: Title: Signature: Michael Mataia Director of Sales Administration of Flight Options, LLC acting as Attorney-In-Fact for U 1, 2, 3, 4, 5 Typed Name of Signer: Michael Metera Director of Sales Administration of Flight Options, LLC for # 6 SDNY_GM_02761333 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248255 EFTA01331773 VVI0W1110 A10 ',VOMIT:10 ZS 6 WH 21. 1'30 liOZ ki214 ouvussiov lovoviv ‘113 Rittsk 0310 SDNY_GM_02761334 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248256 EFTA01331774 FORM APPROVED OMB No. 2120-0042 UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION AINAINISTRATIOSSMIKE MONRONEY AERONAUTICAL CENTER AIRCRAFT REGISTRATION APPLICATION ti ID V CEfRT:. ISSUE DATE UNITED STATES REGISTRATION NUMBER INI 493LX a AIRCRAFT MANUFACTURER & MODEL Raytheon Aircraft Carpany 400A 0 AIRCRAFT SERIAL No. 0 RK — 244 FOR FAA USE ONLY E TYPE OF REGISTRATION (Check One box) At 01. Individual 02. Partnership 03. Corporation IVA. Co-Owner 0 5. Government 0 0 8. Non -Citizen Corporation 0 9. Non-Citizen Corporation Co -Owner NAME OR APPLICANT (Person(s) shown on evidence of ownership. If Individual, give last name, first name. and middle Initial.) II. 6.) Flight Options, LLC 71.875% of 100% ( - ; See Attachment da4-ed g-300-1I ) TELEPHONE NUMBER: ( ) ADDRESS (Permanent rnaiiino.acgreee focfirst ppplicant 80 (If P.O. Box IS used. (Ayala] address must also be shown.) It FlightCur Options, L Number and street: 26180 tiss - Wright Parkway Rural Route: P.O. Box: CITY Richmond Heights STATE OH ZIP CODE 44143 0 CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION! Read the following statement before signing this application. . . This portion MUST be completed. A false or dishonest answer to any question In this application may bo wounds for punishment by fine and/or imprisonment (U.S. Code. Title 18. Sec. 1001). 4. CERTIFICATION UWE CERTIFY: (1) That the above aircraft Is owned by the undersigned applicant. who is a citizen (Including corporations) of the United States. (For voting trust. give name of trustee: ). on ch4Fill< (INF AS APPROPRIATE' a. A resident alien, with alien registration (Form 1-151 or Form 1-551) No. b. A non-citizen corporation organized and doing breineSS under the laws of (state) and said aircraft Is based and primarily used in the United States. Records or flight hours are available for inspection at (2) That the aircraft Is not registered under the laws of any foreign country: and (3) That legal evidence Of ownership Is attached or has been filed with the Federal Aviation Administration. NOTE: If executed for co -ownership all applicants must sign. Use reverse side if necessary. TYPE OR PRINT NAME BELOW SIGNATURE EACH PART OF THIS APPLICATION MUST BE SIGNED IN INK. SIGNATURE TITLE Director of Sales Adrrrirttion of Flight Options, LLC , ,..AD._.t i *7 ----jr SIGNATURE Michael Metera TITLE DATE SIGNATURE TITLE DATE NOTE Pending receIpt of the Certificate of Aircraft Regis ration. the aircraft may be operated for a period not in excess of 90 days. during which time the PINK copy of this application must be Carded in the shoran. AC Form 8050-1 (1/09) (NSN 0052-00-828-9007) Supersedea Previous Edition SDNY_GM_02761335 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248257 EFTA01331775 ViVOEIV1M0 All0 VIVOHV1)10 92 21 141d OC dJ9 I10? Ha NOUVNISI038 1.41,1808/17 vy9 H,LIM 0311.E SDNY_GM_02761336 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248258 EFTA01331776 ATTACHMENT TO AIRCRAFT REGISTRATION APPLICATION del a (3,30-i Reg X: N493LX Model: Raytheon Aircraft Company 400A S/N#: RK-244 1.) 2.) 3.) 4.) 6.) 6.) 7.) 8.) 9.) 10.) 11.) 12.) 13.) 14.) Name of Applicant: Dockery Leasing Corporation Owning an undivided Interest of: 6.25% of 100% Address: Shown on Original form hereto Emerll Air, LLC 6.26% of 100% Shown on Original form hereto Daniel O. Conwlll, IV 3.125% of 100% Shown on Original form hereto Advance Beverage Company, Inc. 6.26% of 100% Shown on Original form hereto Nordic Air, LLC 6.25% of 100% Shown on Original form hereto Signatures: Michael Metera Title: Date: Director of Sales Administration of Flight Options, LLC Acting as Attorney-in-Fact for #1,2,3,4,5 By signing above, the applicant agrees end stipulates (I) to the terms. Conditions and cenlicabon of the AC Form 8050-1 Aircraft Registration WealIons 10 which this page Is attached (the 'Application', (II) that all of the information set forth on The Application is true and wired as of this dale, and (III) the Application may be executed by the co-owners by executing separate counterpart signature pages, each of which when so executed and delivered shall be an origins, but all such counterparts that together constitute but one and the sonic application. SDNY_GM_02761337 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248259 EFTA01331777 acuoviyolit,,A,0 92 or if v"Hvbio . 4140, "Id °eros. kum SDNY_GM_02761338 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248260 EFTA01331778 UNITED STATES OF AMERICA U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AiAATiON ADIAMSTRATION AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N493LX AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS DAY O ., 2011 HEREBY SELL, GRANT, T NSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: PURCHASER NAME AND ADDRESS (IF INDIVIDUAL (5). GIVE LAST NAME, FIRST NAME. AND MIDDLE INITIAL.) FLIGHT OPTIONS, LLC 26180 CURTISS-WRIGHT PARKWAY CLEVELAND, OH 44143 8 FORM APPROVED OMB NO 2120-0042 C) 0 C 0 2 a 0 0 O N '0 Do Not was In The Block FOR FM USE ONLY 6.25% OF 100% DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS. ADMINISTRATORS. AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER. AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 90 m DAY OF ., 2011. CC w -I -I ILI Cl) NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) (IN INK) (IF EXECUTED FOR CO-OWNERSHIP. ALL MUST SIGN.) TITLE (TYPED OR PRINTED) MARM PARTNERS, LLC DIRECTOR OF SALES ADMINISTRATION OF ...--- MICHAEL METERA FLIGHT OPTIONS, LLC • ACTING AS ATTORNEY-IN- FACT FOR MARM PARTNERS, LLC ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FM RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (1/09) (NSN 0052-00-629-0001) Supersedes Previous Edition 112731324069 $5.00 09130/2011 SDNY_GM_02761339 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248261 EFTA01331779 VVONY1NO All0 VHORV1)40 SO et bid OC d3,3 VO NOUV8ISID3li 'V4 IU;n 0311g SDNY_GM_02761340 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248262 EFTA01331780 UNITED STATES OF AMERICA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADmiNisTRATiou AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovo THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N493LX AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS 30'" DAY OF f*., 2011 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: PURCHASER NAME AND ADDRESS OF INDIVIDUAL (S). GIVE LAST NAME, FIRST NAME. AND MIDDLE INITIAL ) FLIGHT OPTIONS, LLC 26180 CURTISS-WRIGHT PARKWAY CLEVELAND, OH 44143 0 0 FORM APPROVED OMB NO. 2120.0042 0 0 0 +.< 3 0 0 0 a a 0 0 w 0 O -1 Do Not Write In It* Block FOR FAA USE ONLY 6.25% OF 100% DEALER CERTIFICATE NUMBER AND TO lit EXECUTORS. ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 00 In DAY O , 2011. SELLER NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) (IN INK) (IF EXECUTED FOR CO-OWNERSHIP, AU. MUST SIGN.) _ _ TITLE (TYPED OR PRINTED) TWO BIG BEARS, LLC . 5---1----.. DIRECTOR OF SALES ADMINISTRATION OF MICHAEL METERA FLIGHT OPTIONS, LLC ACTING AS ATTORNEY-IN- FACT FOR TWO BIG BEARS, LLC ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 6050-2 (1/09) (NSN C052-00.6290003) Supersedes PNviOuS Edition SDNY_GM_02761341 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0O248263 EFTA01331781 YW0NV1N0 4110 Vii0/O180 .92 21 Lid OE dr, fik N0UVNISI 03111111}1321141 S17:1 NilM 03714 SDNY_GM_02761342 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248264 EFTA01331782 UNITED STATES OF AMERICA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N493LX AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 PURCHASER DOES THIS 30 TH DAY OF ., 2011 HEREBY SE'LL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: NAME AND ADDRESS OF INDIVIDUAL (5), GIVE LAST NAME. FIRST NAME AND MIDDLE INITIAL.) FLIGHT OPTIONS, LLC 26180 CURTISS-WRIGHT PARKWAY CLEVELAND, OH 44143 S FORM APPROVED o OMB NO. 2120-0042 Do Not Wee In This Block FOR FAA USE ONLY 6.25% OF 100% DEALER CERTIFICATE NUMBER AND YO I EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER. AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 3 0 m DAY O , 2011. SELLER NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) (IN INK) (IF EXECUTED FOR CO•OWNERSHIP, ALL MUST SIGN.) TITLE (TYPED OR PRINTED) LLI CORP. ..2-44. DIRECTOR OF SALES ADMINISTRATION OF MICHAEL METERA FLIGHT OPTIONS, LLC ACTING AS ATTORNEY-IN- FACT FOR LLI CORP. ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (1/09) (NSN 0052.00.629.0003) Supersedes Promos Edition. SDNY_GM_02761343 0 0 I S a A 2 0 M O •. S SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248265 EFTA01331783 mourbio A11a vnotivimo 92 Zr bid GC d313 trot as NOIIVILLS1031114Vant VHJ XjM 03114 SDNY_GM_02761344 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248266 EFTA01331784 UNITED STATES OF AMERICA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N493LX AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS 30' DAY OFaPt:, 2011 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: O 0 FORM APPROVED 0 OMB NO. 2120-0042 0 0 I 3 S S a A 0 0 O 0 "0 3 Do Not Write In This Block FOR FAA USE ONLY PURCHASER NAME AND ADDRESS (IF INDIVIDUAL (S). GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL) FLIGHT OPTIONS, LLC 26180 CURTISS-WRIGHT PARKWAY CLEVELAND, OH 44143 3.125% OF 100% DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS. ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER. AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS; 0 DAY O , 2011. re W -I -I DJ U) NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) (IN INK) (IF EXECUTED FOR CO-OWNERSHIP. ALL MUST SIGN.) TITLE (TYPED OR PRINTED) GEORGE H. DAVIS, JR. ...r-__ DIRECTOR OF SALES ADMINISTRATION OF MICHAEL METERA FLIGHT OPTIONS, LLC ACTING AS ATTORNEY-IN- FACT FOR GEORGE H. DAVIS, JR. ACKNOWLEDGEMENT (NOT REOUIRED FOR PURPOSES OF FM RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (1/09) (NSN 0052-00429-0003) Supersedes Previous Edition SDNY_GM_02761345 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248267 EFTA01331785 Viti0NV1)10 APO I/HOW/IMO 52 21 WI OE ri3S HOZ ;d0 tiOliVellS103211.08081V HJ.IM 03114 SDNY_GM_02761346 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248268 EFTA01331786 I O O UNITED STATES OF AMERICA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ALIMPESTRATION AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 coic THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N493LX AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS DAY OF,Spr., 2011 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: FORM APPROVED OMB NO. 2120-0042 Do Not Write In This BloUt FOR FM USE ONLY PURCHASER NAME AND ADDRESS (F INDIVIDUAL (S), GIVE EAST NNAE, FIRST NAME. AND MIDDLE INITIAL) FLIGHT OPTIONS, LLC 26180 CURTISS-WRIGHT PARKWAY CLEVELAND, OH 44143 6.25% OF 100% DEALER CERTIFICATE NUMBER ANO TO ITS EXECUTORS. ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS op "'DAY 020 .1.., 2011. SELLER NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) (IN MC) (IF EXECUTED FOR CO.OWNERSHIP, ALL MUST SIGN.) TITLE (TYPED OR PRINTED) PRIME TIME ASSOCIATES, sy..-1..--_ DIRECTOR OF SA ADMINISTRATIONLES OF LLC MICHAEL METERA FLIGHT OPTIONS, LLC ACTING AS ATTORNEY-IN- FACT FOR PRIME TIME ASSOCIATES, LLC ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FM RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (1/09) (NSN 0052-00-629-0003) Supersedes Pievious SDNY_GM_02761347 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 0 0 0 2 0 a a 0 O 0 O 1 3 EFTA_00248269 EFTA01331787 vwourow vriotiv-Do 90 Or ljd DC d39 110e bb H01'1VHjS103H jdVb0b1V HIIM 037/3 SDNY_GM_02761348 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248270 EFTA01331788 UNITED STATES OF AMERICA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL mums* ADMINISTRATION AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N493LX AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS 3o I" DAY OF317%, 2011 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: FORM APPROVED OMB NO. 2120-0042 Do Na Write In This Block FOR FAA USE ONLY PURCHASER NAME AND ADDRESS (IF INDIVIDUAL (S). DIVE LAST NAME. FIRST NAME, AND MIDDLE INITIAL.) FLIGHT OPTIONS. LLC 26180 CURTISS-WRIGHT PARKWAY CLEVELAND, OH 44143 12.50% OF 100% DEALER CERTIFICATE NUMBER AM) TO ITS EXECUTORS, ADMINISTRATORS. AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 3 O DAY 0 ., 2011. Ce Lu .J -4 IL U) NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) (IN INIQ (IF EXECUTED FOR CO-OWNERSHP, MI. MUST SIGN.) TITLE (TYPED OR PRINTED) SOUTHEASTERN MILLS, INC. t DIRECTOR OF SALES ADMINISTRATION OF .-r MICHAEL METERA FLIGHT OPTIONS, LLC ACTING AS ATTORNEY-IN- FACT FOR SOUTHEASTERN MILLS, INC. ACKNOwLEDFLPIAPNT (NOT REQUIRED FOR PURPOSES OF FM RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (1/09) (NSN 0052-00429-0003) Supersedes Previous E01000 SDNY_GM_02761349 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 O O 44 O to O 0 a 0 0 0 0 C O 0 0 a -4 EFTA_0024827 I EFTA01331789 VIYOH111M0 1110 MOW/15/0 SE ET lid OC d3S tme HO 1/011VUISIO3d WHOM VV4 H.UM 03114 SDNY_GM_02761350 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248272 EFTA01331790 UNITED STATES OF AMERICA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N493LX AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS 30 IN DAY OFSWI- ., 2011 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: FORM APPROVED OMB NO. 2120-0012 Do Not INtSe In This Bloch FOR FAA USE ONLY PURCHASER NAME AND ADDRESS (IF INDIVIDUAL (5). GIVE LAST NAME. FIRST NAME. AND MIDDLE INITIAL.) FLIGHT OPTIONS, LLC 26180 CURTISS-WRIGHT PARKWAY CLEVELAND, OH 44143 3.125% OF 100% DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS. ADMINISTRATORS. AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS ME TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 3 0 " DAY OFa44,, 2011. SELLER NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) (IN INK) (IF EXECUTED FOR CO-OWNERSHIP, ALL MUST SIGN.) • TITLE (TYPED OR PRINTED) AIR LEADER, INC. DIRECTOR OF SALES ADMINISTRATION OF . ..' MICHAEL METERA FLIGHT OPTIONS, LLC ACTING AS ATTORNEY-IN- FACT FOR AIR LEADER, INC. ACKNO1NIEDGEMENT INOT REQUIRED FOR PURPOSES OF FM RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Earn 8050-2 (1109) (NSN 0052-00-620-0003) Supersedes Previous Edition SDNY_GM_02761351 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 0 0 3 8 a 0 0 3 DT EFTA_00248273 EFTA01331791 VH0HMI0 Alto VHOHIrni0 92 " idd 01 49 LIR ,:d8 NOW/815O38 litt"di t'Vd FLEW 03714 SDNY_GM_02761352 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248274 EFTA01331792 U.S. Department of Transportation Federal Aviation Administration Date of Issue: June 8, 2011 Flight Standards Service Akcraft Registration Branch, AFS•71.0 FLIGHT OPTIONS LLC SOUTHEASTERN MILLS INC ET-AL FLIGHT OPTIONS LLC 26180 CURTISS WRIGHT PKWY RICHMOND HEIGHTS, OH 44143-1453 HAND DELIVERED TO IATS IN THE PD ROOM P.O. Box 21504 Oldahorna 73126-0604 Toll Free: 1 WEB Address: TI13420 This facsimile must be carried in the Aircraft as a Temporary Certificate of Registration for N493LX RAYTHEON AIRCRAFT COMPANY 400A Serial RK-244 and is valid until Jul 08, 2011. This is not an airworthiness certificate. For airworthiness information, contact the nearest Federal Aviation Administration Flight Standards District Office. for Walter Binkley Manager, FAA Aircraft Registry, AFS-750 Federal Aviation Administration AFS-750-FAX4 (03/10) SDNY_GM_02761353 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248275 EFTA01331793 SDNY_GM_02761354 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248276 EFTA01331794 QD Declaration of International Operations The Owners listed below: 1.) Southeastern Mills, Inc. 12.50% of 100% 2.) Prime Time Associates, LLC 6.25% of 100% 3.) Dockery Leasing Corporation 6.25% of 100% 4.) George H. Davis, Jr. 3.125% of 100% 5.) Emeril Air, LLC 6.25% of 100% 6.) Air Leader, Inc. 3.125% of 100% 7.) Two Big Bears, LLC 6.25% of 100% 8.) Daniel O. Conwill, IV 3.125% of 100% 9.) Marm Partners, LLC 6.25% of 100% 10.) Advance Beverage Company, Inc. 6.25% of 100% 11.) LLI Corp. 6.25% of 100% 12.) Nordk Air, LLC 6.25% of 100% 13.) Flight Options, LLC 28.125% of 100% 14.) 15.) as the owner(s) of aircraft N493LX , Manufacturer Raytheon Aircraft Company Model 400A Serial Number RK-244 declares that this aircraft is scheduled to make an international flight on June 10. 2011 as Right number 1 departing, Richmond Heights, Ohio, Cuyahoga County Airport with a destination of Peterborough Ontario, Windsor Ontario Airport Expedited registration in support of this international flight is requested this 6th day of June 2011 with knowledge that: Whoever, in any matter within the jurisdiction of the executive branch of the Government of the United States, knowingly and willfully makes or uses any false writing or document knowing the same to contain any materially false, fictitious or fraudulent statement of representation shall be fined under Title 16 United States Code or imprisoned not more giant 5 years, or both. 18 U.S.C. 1001(a) Name of Owner(s): SEE LIST ABOVE Signature: Typed Name of Signer: Michael Metera Title: Director of Sales Administration of Flight Options, LLC acting as Signature: Attorney-In-Fact for # 1,2,3,4.5,6,7,8,9,10.11,12 Typed Name of Signer. Michael Metera Title: Director of Sales Administration of Flight Options, LLC for #13 SDNY_GM_02761355 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248277 EFTA01331795 Vi4014V180 A113 YLiMPUDIO hS OT LIU I 8 'Nu 1102 89 8011:18191938 liV8ONIV V V3 WW1, 03113 SDNY_GM_02761356 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248278 EFTA01331796 FORM APPROVED OMB No. 2120-0042 UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION AOMINISTRATION-NIMII MONRONEW AERONAUTICAL CENTER AIRCRAFT REGISTRATION APPLICATION CERT: ISSUE DATE REGIVIL ERCV/PRUMBER N 493LX AIRCRAFT. MANUFACTURER 8 MODEL Raytheon Aircraft CcsTpany 4OOA AIRCRAFT SERIAL No. RK — 244 FOR FAA USE ONLY TYPE OF REGISTRATION (Check Ono box) 01. Individual 02. Partnership 0 3. Corporation W. Co -Owner 0 S. Government 0 S. Non-Cltizen Corporation 0 9. Non-Citizen Corporation Co-Owner NAME OR APPLICANT (Parson(%) shown on evidence of ownership. If Individual. dive last name. first name. and middle Initial.) ill 13.) Flight Options, LLC 28.125% of 100% (See Attachment daed to -_/t) TELEPHONE NUMBER: ( ) ADDRESS (Permanent mailing poideattp tor Aret plicant coo tsd Of P.O. Box Is used. physical address must also be shown.) up rtignt dons, L Number and street: 2618O Curti ss - Wright Parkway Rural Route: P.O. Box: CITY Richmond Heights STATE . OH ZIP CODE 44143 ID CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION! Read the following statement before signing this application. This portion MUST be completed. A Isles or dishonest answer to any question in this application may bo grounds for punishment by fine and/of Imprisonment (U.S. Code. Title 18. Sec. 1001). ID CERTIFICATION UWE CERTIFY: (I) That the above aircraft is owned by the undersigned applicant. who Is a Citizen (including corporations) of the United States. (For voting trust. give name of trustee: ) or: CHECK ONF AR APPROPRIATE a. A resident alien. with alien registration (Form 1-151 or Form 1-551) No. b. A non-citizen corporation organized and doing bulling* under the laws of (state) . and sald aircraft is based and primarily used in the United States. Records or flight hours are available for Inspection al 03 That the aircraft Is not registered under the taws of any foreign country; and (3) That teed evidence of ownership is attached or has been filed with the Federal Aviation Administration. NOTE: If executed for co -ownership all applicants must sign. Use reverse side If necessary. TYPE OR PRINT NAME BELOW SIGNATURE EACH PART OF THIS APPLICATION MUST BE SIGNED IN INK. SIGNATURE r TITLE Director of Sales Adminlltration of Flight.Options, LLC ---/S"— I i SIGNATURE Michael Metera TITLE DATE SIGNATURE TITLE DATE NOTE Pending receipt of the Certificate of Aircraft Rapist atIon. the aircraft may be operated for a period not in excess of e0 days. during which time the PINK copy Of this application must be carded In the aircraft. AC Fonn S050-1 (1/09) (NSN 0052-00-628-9007) Supersedes Previous Edition SDNY_GM_02761357 fs 11 a C O co SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248279 EFTA01331797 Vt-1014 11 1 )40 A.1.10 VNOHVl)10 rS OI. WEI 18 NM TIOZ • mtle NOILVal SI038 14V 8025IV V VA Hilt1k a3 II3 SDNY_GM_02761358 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248280 EFTA01331798 ATTACHMENT TO AIRCRAFT REGISTRATION APPLICATION cia+€4. Reg #: N493LX Model: Raytheon Aircraft Company 400A SIN#: RK-244 1.) 2.) 3.) 4.) 6.) 6.) 7.) 8.) 9.) 10.) 11.) 12.) 13.) 14.) 15.) 18.) Name of Applicant: Southeastern Mills, Inc. Owning an undivided Interest of: 12.60% of 100% Address: Shown on Original form hereto Prime Time Associates, LLC 6.25% of 100% Shown on Original form hereto Dockery Leasing Corporation 6.25% of 100% Shown on Original form hereto George H. Davis, Jr. 3.125% of 100% Shown on Original form hereto Emerll Air, LLC 6.26% of 100% Shown on Original form hereto Alr Leader, Inc. 3.125% of 100% Shown on Original form hereto Two Blg Bears, LLC 6.25% of 100% Shown on Original form hereto Daniel O. Conwill, IV 3.126% of 100% Shown on Original form hereto Marm Partners, LLC 6.25% of 100% Shown on Original form hereto Advance Beverage Company, Inc. 6.26% of 100% Shown on Original form hereto LLI Corp. 6.25% of 100% Shown on Onginal form hereto Nordic Air, LLC 6.25% of 100% Shown on Original form hereto Signatures: Michael Meters Title: Date: Director of Sales Administration of Flight Options, ILL Acting as Attorney-in-Fact for #1,2,3,4,5,6,7,8,9.10.11,12 11 -8- By signing above, the applicant agrees and stipulates (I) to the terms, conditions and certification a the AC Fpm 6050.1 Mcrae Registration Application. to which this page Is attached (the "ApplieMicm"). (Ii) that all of the iiformallon set forth on the Appicalice is true and arced as of this date, and (ill) the Application May be executed by the co-owners by executing Separate COUnterpart sianaluna 'meas.OKA of which what so executed and delivered she' be an original, but ail such counterpane shall together constitute Out one and the same application. SDNY_GM_02761359 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248281 EFTA01331799 vuoliviuo Ai* vuoRvivo hS OI WH 18 • NW UR 60 NOW,S1 sto 3e 1J V 213 bl" 1711j colfg SDNY_GM_02761360 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248282 EFTA01331800 UNITED STATES OF AMERICA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N493LX AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS 2143 DAY OF JUNE, 2011 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: 3 8 2 FORM APPROVED co OMB NO. 2120-0042 0 0 a i;) Do Not Write In This Block FOR FM USE ONLY PURCHASER NAME AND ADDRESS (IF INDNIOUAL (5). GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL.) FLIGHT OPTIONS, LLC 26180 CURTISS-WRIGHT PARKWAY CLEVELAND, OH 44143 6.25% OF 100% DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS. ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 2"" DAY OF JUNE, 2011. SELLER NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) (IN INK) (IF EXECUTED FOR CO-OWNERSHIP, ALL MUST SIGN.) TITLE (TYPED OR PRINTED) FREEDOM AIR 7.,„40... __________ DIRECTOR OF SALES ADMINISTRATION OF INTERNATIONAL, INC. MICHAEL METERA FLIGHT OPTIONS, LLC ACTING AS ATTORNEY-IN- FACT FOR FREEDOM AIR INTERNATIONAL, INC. ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FM RECORD NO HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FM AC Form 8050-2 (1/09) (NSN 005240429.0003) Supersedes Previous Edition 111591057224 $5.00 06/08/2011 SONY GM_02761361 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248283 EFTA01331801 VH0{ :1510 A113 VHONV1)10 hS OT IA 0 8 NAP 1102 N011 SI03.d 1A V 83 dr; V Vd H!.:;,; 03113 SDNY_GM_02761362 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248284 EFTA01331802 _ • - FORM APPROVED OMB No. 2120-0042 UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION PrOMAAL AVIATION AOMINISTRATIONalitigil MONRONSY StOtatniCAL CENTER • AIRCRAFT REGISTRATION APPLICATION • • • CERT: ISSUE QATE . . UNITED STATES 493LX REGISTRATION NUMBER N A MCItgtVa8B5WIR-Wr%liteny 400A AIRCIDRINIAL No. FOR FAA USE ONLY TYPE OF REGISTRATION (Cheek One box) 0 1: Individual O2. Partnership O3. Corporation. USA. Co-Owner 0 5. Government • • 0 8. Non-Citizen Corporation ID 9. Non-Citizen COrpOrtlitiOn.CO-OWner . • ' . . NAME OR APPLICANT (Person(s) shown en evidence of Ownership. If Individual, ghee last name. Swat name, and middlainItial.) Ill 1.) Shmitka Air, Inc. 6.25% of 100% ("See Attachment Aaied 1-- gii-ti TELEPHONE NUMBER: ( ) ilaptittlinst iortitEgt P.O. Box Is address must also be Shown.) .. used, Physical ADORESS (Permanent mailing liticorgittr 26180 Curtiss-Wright Parkway Number and street: Rural Route: P,O. Box: . CITY ... 1 , STATE OH "411W3 K wiLa Heights 0 CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS '.. 'ATTENTION! Read the following statement before signing this application. This portion MUST be completed. A false or dishonest answer to any question In this application may be grounds for punishment by One and/or imprisonment 0-0.5. Code. Title IS, Sec. 1001). 4 1 0 CERTIFICATION IME CERTIFY: (1) That the above aircraft Is owned by the undersigned applicant, who Is a citizen (Including corporations) of the United States. (Far voting trust, give name of trustee: ) nr GHE OK ONE AS APPROPRIATE' a. A resident alien, with alien registration (Form 1-151 or Form 1-551) No. b. A non•citicen corporation organized and doing busing)** under the laws of (state) uelawere and'sald aircr10119713af kertt h W arefrit PKILsullictifieFirgte hounrsriltSW Inspection at . , (2) That the Aircraft Is not registered under the laws of any foreign country: and (3) That legal evidence of ownership Is attached or has been filed with the secieres Aviation Administration. NOTE: If executed for co-ownership all applicants must sign. Use reverse side if necessary. TYPE OR PRINT NAME BELOW SIGNATURE EACH PART OF THIS APPLICATION MUST BE SIGNED IN INK. SIGNATURE C e----------- TITLE d P Whole Sales b of FLIGHT OPTIONS, LLC ell itITY7 /. z7. SIGNATURE . Edward T. McDonald TITLE acting as Attorney-In-Mee for Shmitka Air; Inc. SIGNATURE TITTLE DATE NOTE Pending receipt of the Certificate of Aircraft Regis ration. the aircraft may be operated tor a period not In excess of 90 days. during which time the PINK copy of this application must be carried In the aircraft. AC Form 8060-1 (1/09) (NSN 0052-00-828-9007) Supersedes Previous Edition rD C. 1:3 O SDNY_GM_02761363 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248285 EFTA01331803 • • VP4OHV1)10 A.LIO VINOHV1)10 7 (dy h7 HOZ HI3 ...+81SID31 .LAVIA981%, VVA HIIM 4311A SDNY_GM_02761364 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248286 EFTA01331804 ATTACHMENT TO AIRCRAFT REGISTRATIVI APPLICATION laid / 7„) _ it Reg #: N493LX Model: Raytheon Aircraft Company 400A SfN#: RK-244 1.) 2.) 3.) 4.) 5.) 6.) 7.) 8.) 9.) 10.) 11.) 12.) 13.) 14.) 15.) 16.) Name of Applicant: Shmitka Air. Inc Owning an undivided Interest of: 6.25% of 100% Address: Shown on Original forth hereto Southeastern Mills, Inc. 12.50% of 100% Shown on Original form hereto Prime Time Associates, LLC 6.26% of 100% Shown on Original form hereto Dockery Leasing Corporation 6.26% of 100% Shown on Original form hereto George H. Davis, Jr. 3.126% of 100% Shown on Original form hereto Emerll Alr, LLC 6.26% of 100% Shown on Original form hereto Air Leader, Inc. 3.125% of 100% Shown on Original form hereto Two Big Bears, LLC 6.26% of 100% Shown on Original form hereto Daniel O. Conwill, IV 3.126% of 100% Shown on Original form hereto Mann Partners, LLC 6.26% of 100% Shown on Original form hereto Advance Beverage Company, Inc. 6.26% of 100% Shown on Original form hereto LLI Corp. 6.26% of 100% Shown on Original form hereto Nordic Alr, LLC CM of 100% Shown on Original form hereto Flight Options, LLC 21.875% of 100% Shown on Original form hereto Signatures: krmaniT.1.4coonsid .Mc Title: Date: V P of Whole Aircraft Sales & Acquisitions of Flight Options, LLC Acting as Attorney-in-Fact for #2,3,4,5,6,7,8,9,10.11.12,13 V P of Whole Aircraft Sales & Acquisitions of Flight Options. LLC for #14 By &grate above, the applicant agrees and stipulates (1) to the harms, a:editions and certification of the AC Rem 8030.1 Aircraft Registration Application. to which this page is attached (the "APPlicationi. (H) that al of the information sel forth on the Application Is true and current as of this date. and (III) the Application may be executed by the co-oysters by executing separate counter pan signature pages, each of which when so COMPACid and delivered Shia be an original. but as such counterpane shall together constitute but one and the same applicabon. SDNY_GM_02761365 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248287 EFTA01331805 VWOHVIH0 A110 VWOHIMIO 2169Sh:VIII/1:93h:IdNVIllr 0811, 1 VVd NLMM 031Iz! SDNY_GM_02761366 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248288 EFTA01331806 DOCUMENT LEVEL ANNOTATIONS FDR DOCUMENT ARE0022S5551 TYPE OF REGISTRATION IS 0 9. NON-CITIZEN CO-OWNER SDNY_GIN_02761367 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248289 EFTA01331807 SDNY_GM_02761368 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248290 EFTA01331808 UNITED STATES OF AMERICA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N493LX AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 4O0A AIRCRAFT SERIAL NO. RK-244 DOES THIS 13 '" DAY OF DEC ., 2010 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: FORM APPROVED OMR NO 2120-0042 Do Not Witte In Thi Block FOR FAA USE ONLY PURCHASER NAME AND ADDRESS (IF INDIVIDUAL (5). GIVE LAST NAME. FIRST NAME, AND MIDIX.E INITIAL) FLIGHT OPTIONS, LLC 26180 CURTISS-WRIGHT PARKWAY CLEVELAND, OH 44143 3.125% OF 100% DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS. MID ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER. AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 13 m DAY OF DEC.. 2010. SELLER NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) (IN INK) (IF EXECUTED FOR CO-OWNEFtSHIP. ALL MUST SIGN.) TITLE (TYPED OR PRINTED) ASCENT II, LLC a..---- -- VP WHOLE AIRCRAFT SALES & ACQUISITIONS OF EDWARD T. MCDONALD FLIGHT OPTIONS, LLC ACTING AS ATTORNEY4N-FACT FOR ASCENT II, Lie ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Foun 8050-2 (1/09) (NSN 0052-00-629-0003) Supersedes Previous Edition SDNY_GM_02761369 sZ O 0 ia IJ SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0024829 I EFTA01331809 VitiONV1)10 Alto V.40Ht11NO 6S OT h2 Nth ii011V8ISIO3d LA/800W 0311d. SDNYGM02761370 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248292 EFTA01331810 UNITED STATES OF AMERICA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AvtATI0N ADMINiSntATICN AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF 81.00 ovc THE UNDERSIGNED OWNERS) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N493LX AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 if. DOES THIS 101 DAY OF OCT., 2010 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: FORM APPROVED OMB NO. 2120-0042 110241110252 00 01/24/2011 Do Not Writs In This Brock FOR FAA USE ONLY PURCHASER NAME AND ADDRESS (IF INDIVIDUAL (M. GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL.) FLIGHT OPTIONS, LLC 26180 CURTISS-WRIGHT PARKWAY CLEVELAND, OH 44143 6.25% OF 100% DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS. ADMINISTRATORS. AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREvEll, AND WARRANTS 174E TITLE THEREOF. IN TESTIMONY WHEREOF 1 HAVE SET MY HAND AND SEAL THIS 11" DAY OF OCT., 2010. SELLER NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) (IN INK) (IF EXECUTED FOR CO-OWNERSHIP, ALL MUST SIGN.) TITLE (TYPED OR PRINTED) ROBERT L EMERY AND -,....------- VP WHOLE AIRCRAFT SALES & ACQUISITIONS OF DANA M. EMERY-TRUSTEES EDWARD T. MCDONALD FLIGHT OPTIONS, LLC ACTING AS ATTORNEY4N-FACT FOR ROBERT L EMERY AND DANA M. EMERY - TRUSTEES ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FM RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT) ORIGINAL: TO FM AC Form 8050-2 (1(09) (NSN 0052.00-629.0003) Supersedes Previous Edition SDNY_GM_02761371 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248293 EFTA01331811 „frivolo-4o 6S or idej M 037!_ 4': IfPi°Fi t NO as he Mir ike ii°11V11173 II -dtfaomr. SDNY_GM_02761372 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248294 EFTA01331812 FORM APPROVED OMB No. 2120-0042 • UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION FtOeSAL AvgAnon AbreletaTNATION.stece mostuarint AEROtrauncsi.ornerce - AIRCRAFT REGISTRATION APPLICATION CERT: ISSUE DATE .. . any . • Reea tiap oiT ATES NUMBER N 493UC AIRcRR5SktigelicAtiFFLEVEMDtarp 400A AlFtCHWILS/414. No. FOR FAA USE ONLY TYPE OF REGISTRATION (Check Ono box) O1. Individual 02. Partnership O 3. Corporation gt4. Co-Owner 0 S. Government • . O 8. Non-Citizen Corporation O 9. Non-Citizen Corporation Co-Owner .. ' NAME OR APPUCANT.(Person(s) shoWn on evidence of ownership-If individual, give last name. first Miele, and middle Initial.) • 1.) Shmitka Air, Inc. 6.25% of 100% Gee Attachment a.a...4_cel I - -II -1i) TELEPHONE NUMBER: ( ) ADDRESS (Permanent mel IMO obirigitt faptlyregeS3ion Mill PO. Box is used. physical address must also be shown.) 26180 Curtiss-Wight Parkvay • Number and street' Rural Route: P.O. Box: CITY Richmond Heights STATE OH ZIP 5itrzi.3 CIS CHECK HERE IF YOU ARE 7ONLY REPORTING A CHANGE OF ADDRESS ' ATTENTION! Read the following statement before signing this application. • This portion MUST be completed. Alain or dishonest answer to any question in this application may be grounds for punishment by fine and/or imprisonment (U.S. Code. Tine 18, Sec. 1001). 0 CERTIFICATION I,WE CERTIFY: (1) That the above aircraft is owned by the undersigned applicant, who le a citizen (Including corporations) of the United Stales. (For voting trust. give name of truster ). or: cdgctILONe85efea0P_BIAT_E: a. A resident alien, with aeon registration (Form 1-151 Of Form 1-551) No Del avare b. 'S A non-cltizen corporation organized and doing business under the laws of (state) and said aircralitiael r anst rynsity cl4Re KW y Stain c hoicTbstisciarilghoureerataleirs for Inspection et OD.LOU tvl..W-L 1 bb - 11T" I (2) That the aircraft Is not registered under the laws of any foreign country; and (3) That legal evidence of ownership is attached or has been filed with the Federal Aviation Administration. NOTE: If executed for co-ownership all applicants must sign. Use reverse side if necessary. TYPE OR PRINT NAME BELOW SIGNATURE EACH PART OF THIS APPLICATION MUST I BE SIGNED IN INK. SIGNATURE SIGNATURE TITLE V es aCtilgrieLelitic 3-tIti -Via r.In't I --tt--1 il i VI IS- I SIGNATURE Edward T. McDonald nn.E.for sfllfltka Air, LLC DATE SIGNATURE TITLE DATE NOTE Pending receipt of the Certificate of Aircraft Registration, the aircraft may be operated for a period not in excess of 90 days. during which time the PINK copy of this application must be carried In the aircraft. AC Form 8050-1 (1/09) (NEN 0052-00-628-9007) Supersedes Previous Edition SDNY_GM_02781373 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0O248295 EFTA01331813 • • VH0HV1>I0 A_LI0 VNI0HII-Of0 SS r bid TT NIJP 110? ?J18 H0LLVLI1S10381.4VU0LIIV VVj H.LIM C1311,1 SDNY_GM_02761374 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248296 EFTA01331814 ATTACHMENT TO AIRCRAFT, REGISTRATION APPLICATION a a,4C Reg #: N493LX Model: Raytheon Aircraft Company 400A SNP: RK-244 1.) 2.) 3.) 4.) 5.) 6.) 7.) 8.) 9.) 10.) 11.) 12.) 13.) 14.) 15.) 16.) 17.) Name of Applicant: Owning an undivided Interest of: Address: Southeastern Mills, Inc. 12.50% of 100% Shown on Original form hereto Ascent II, LLC 3.125% of 100% Shown on Original form hereto Prime Time Associates, LLC 6.25% of 100% Shown on Original form hereto Dockery Leasing Corporation 6.25% of 100% Shown on Original form hereto George H. Davis, Jr. 3.125% of 100% Shown on Original form hereto Emerll Air, LLC 6.25% of 100% Shown on Original form hereto Air Leader, Inc. 3.125% of 100% Shown on Original form hereto Robert L. Emery & Dana M. Emery - Trustees 6.25% of 100% Shown on Original form hereto Two Big Beam, LLC 6.25% of 100% Shown on Original form hereto Daniel O. Conwill, IV 3.125% of 100% Shown on Original form hereto Marm Partners, LLC 6.25% of 100% Shown on Original form hereto Advance Beverage Company, Inc. 6.25% of 100% Shown on Original form hereto LU Corp. 6.26% of 100% Shown on Original form hereto Nordic Air, LLC 6.25% of 100% Shown on Original form hereto Flight Options. LLC 12.50% of 100% Shown on Original form hereto Signatures: Title: Date: C____ . Mtoon Edward T. lAcDonabi V P of Whole Aircraft Sales & Acquisitions of Flight Options. LLC Acting as Attomey-in-Fact for #2,3,4,5,6.7,8,9,10,11,12,13,14,15 V P of Whole Aircraft Sales & Acquisitions of Flight Options. LLC for #16 By signing above, the applicant tare's and stipulates (I) to the terms. conditions and certification of the AC Form 8050-1 Aircraft Registalion Application. to which this page is attached (the 'Application"), g that al of the information se( forth on the Application is true and arrett as of this dale. and (Ill) the Appicatian may be executed by the co owners by executing separate counterpart signature pages, each of ?Midi when so executed and delivered shall be an original. but as such counterparts shall together constitute but one and the same application. SDNY_GM_02761375 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248297 EFTA01331815 VW011V1X0 Alto VW/HMO SS I bid Ti kir IIOZ 86 1101.1.V1119103N1P/8021nt Vird HAIM 03112 SDNY_GM_02761376 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248298 EFTA01331816 DOCUMENT LEVEL ANNOTATIONS FOR DOCUMENT ARE002255147 SOLD SDNY_GM_02761377 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248299 EFTA01331817 SDNY_GM_02761378 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA _00248300 EFTA01331818 UNITED STATES OF AMERICA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N493LX AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 PURCHASER DOES THIS 26 DAY OF AUG., 2010 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: z O O FORM APPROVED GO OMB NO. 2120-0042 0 () rt O O 0 a S 2 I Do Not Write In This Block FOR FAA USE ONLY NAME AND ADDRESS (IF INDMDUAL (5), GIVE LAST NAME, FIRST NAME. AND MIDDLE INITIAL.) FLIGHT OPTIONS, LLC 26180 CURTISS-WRIGHT PARKWAY CLEVELAND, OH 44143 6.25% OF 100% 110111402387 55.00 01/11/2011 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS. ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAIDAIRCRAFT FOREVER. AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 261" DAY OF AUG., 2010. SELLER NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) (IN INK) OF EXECUTED FOR CO-OWNERSHIP, ALL MUST SIGN.) TITLE (TYPED OR PRINTED) JHPH, LLC • t-------- VP WHOLE AIRCRAFT SALES & ACQUISITIONS OF EDWARD T. MCDONALD FLIGHT OPTIONS, LLC ACTING AS ATTORNEY-IN-FACT FOR JHPH, LLC ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FM RECORDING HOWEVER. IMY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Fenn 8050-2 (1/09) (NSN CO52-00-0294003) Supersedes Previous Edoon SDNY_GM_02761379 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0024830 I EFTA01331819 MOWN° All0 VWOHY1NO SS I Wd TT NEW 110? H8 11011ValS1038 131/83WV yvd HIIM 03114 SDNY_GM_02761380 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248302 EFTA01331820 RELEASE FO Financing, LLC (the "Secured Party"), as the secured party under the Mortgage(s) (described and defined in Annex I attached hereto), hereby: (i) releases from the terms of the Mortgage(s) all of its right, title and interest in and to the collateral covered thereby (including but not limited to the Airframe and Engines described on Annex I) and (ii) discharges the full international interests created by the Mortgage(s) and represented by the International Registry File Numbers described on Annex I. Dated: 4 0,2__ , 2010 [The remainder of this page is intentionally left blank] SDNY_GM_02761381 0 0 0 0 3 • 0 0 0 0 a 0 .4 J 0 3 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248303 EFTA01331821 VPIOHVM0 Also VII0I1V1NO S3 3I Wd OC noN coot 88 NOUVU1S1038 IMI3111V VV4 HIIM 03114 SDNY_GM_02761382 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248304 EFTA01331822 IN WITNESS WHEREOF, the undersigned has executed this Release as of the dated noted above. FO Financing LLC By: Name: Bret Wiener Title: Vice President I. SDNY_GM_02761383 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248305 EFTA01331823 SDNY_GM_02761384 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248306 EFTA01331824 r.1.,, ,:•O Annex To Release Page 1 • Arngt"! 4 4e6A aircraft One (I) Raytheon Aircraft Como ny Me e e1 bearing manufacturer's serial number RK-244 (described on the InterhationarRegistry drop down menu as RAYTHEON AIRCRAFT COMPANY model 400A with serial number FtK-244 ) and U.S. Registration No. N493LX . En ines Two (2) Pratt & Whitney Canada model JTI5D-5 aircraft engines bearing manufacturer's serial numbers PCE-JA0256 and PCE-JA0257 (described on the International Registry drop down menu as PRATT & WHITNEY CANADA model JTI5D SERIFS with serial numbers JA0256 and JA0257) (which engines are in excess of 550 horsepower or the equivalent). Morton Description of Document Date •:... Exectitet i ca r? ' F- 241%;', n- FAA Conveyance Number International Registry File Numbers Aircraft Mortgage and oirovio4"47tgay. giro TM007712 77670 Security Agreement • '7 II: .;;;Ps.SO'. t..: : 77674 between Flight Options, .• 77676 LLC, as grantor, and FO Financing, LLC, as Mortgagee (collectively, the "Mortgage"). ' ""fti:!..•" 1 • I • • • • cot 'tot, SDNY_GM_02761385 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248307 EFTA01331825 VHOHTDIO AlIO VWOHY1NO SZ ?I Lid (1C RON 0102 B9 NOI/VBIS1938 lAVB0811/ 'AU KIM 03114 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, SDNY 02761386 15, and 17 EFTA_00248308 EFTA01331826 DOCUMENT LEVEL ANNOTATIONS FOR DOCUMENT ARE002157532 See Recorded Conveyance Number TM007712, Doc ID 3870 SDNY_GM_02761387 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248309 EFTA01331827 SDNY_GM_02761388 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248310 EFTA01331828 FORM APPROVED OMB No. 2120-0042 UNITED STATES OF AMERICA DEPAFITMENT OF TRANSPORTATION reassug AVIATION AbliepseirriATION-ISUE asoreweer modeuerricas PROM, AIRCRAFT REGISTRATION APPLICATION bhl CERT. ISSUE DATE S I UNITED STATES U 493LX REGISTRATION NUMBER gm co Ct AIRCRAFT MANUFACTURER & MODEL Raytheon Aircraft Corrpahy 400A c_ C AIRCRAFT SERIAL No. 5/ RK — 244 FOR FAA USE ONLY N .... TYPE OF REGISTRATION (Check one box) 1;2 O I. Individual O 2. Partnership O 3. Corporation 4J 4. Co-owner 0 5. Gov't CI 8. Nan-CI: n.1 5 C NAME OF APPLICANT (Person (s) shown on evidence of ownership. It individual, give last name. first' name. and mickle initial.) 1.) Shudtka Air, Inc. 6.25% of 100% (See Attachment Air`, III/ 11)S ° I t o TELEPHONE NUMBER: ( ) ADDRESS P.O. BOX S address also so rmigrelM (Permanent used physical must shown.) rot, crtGantr d.)(If rstoreor 26180 Curtiss —Wright Parkway are soh Rural Route: P.O. Box: CITY Richmond Heights STATE OH ZIP CODE 44143 CI CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTEPITIONI Read the following statement before signing this application. Th is portion MUST be completed. A Wee Or dishonest answer to say question in Ms application may be grounds ter punishment by ere, end/ or entsriecement (U.S. Cede. Tee IS. Sec. 1001). gil l CERTIFICATION IAME CERTIFY: ( .0 The( the above acme IS owned by the undersigned arlicant. who Is a citizen (rnclucling corporations) of the United Suites. (For voting trust. phi* name of master ) Or- CHECK ONE AS APPROPRIATE: a CI A resident alien. with alien regIRration (Form 1-151 or Form 1.551) No IS. O(A nonatizen COvpmetIon organized and doing Wiliness under the lows of (mate) Delaware ancl InspLeon iddakatinit Argo d etettl Y-Wril tThtt e rows rrerdefewittmv. hrewmrtia, frir (2) That the Stash is not registered under the taws of any foreign country: end (3) Thal legal evkIonos of ownership is attached or has been filed with the Federal Aviation Administration. NOTE: if executed for CO-ownership all applicants must sign. Use reverse side it necessary. TYPE OR PRINT NAME BELOW SIGNATURE EACH PART OF NS APPUCEION MUST I BE SMNED el NC SIGNATURE TITLE V P Whole A/C Sales & Aeo of FLIGHT OPTIONS, LLC Si ions .24 4•%0_____- fff SIGNATU Edward T. McDonald TITTLE acting as Attorney - In - for Shmitka Air, Inc. SIGNATURE TITLE DATE NOTE Pending receipt of the Certificate of Aircraft Regletratien, the airman may be operated for a Pence not in mamas of 00 OMs. during which time the PINK copy of this apPIICation must be carried In the aircraft. AC Form 8050-1 (5/03) (0052 .9007) SDNY_GM_02761389 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0024831 I EFTA01331829 VINOHV1)10 All0 VHOHV.1)10 • LS TT 0C fl0N 010Z NOIIVHIS1O38 lAVH3HIV VVA HIIM SDNY_GM_02761390 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002483 12 EFTA01331830 ATTACHMENT TO AIRCRAFT REGIBTRITION APPLICATION 6104 %% St (84 Ito Reg 0: N493LX Model: Raytheon Aircraft Company 400A SINN: RK-244 1.) 2.) 3.) 4.) 6.) 6.) 7.) 8.) 9.) 10.) 11.) 12.) 13.) 14.) 15.) 16.) 17.) Name of Applicant: Owning an undivided Interest of: Address: Southeastern Mills, Inc. 12.50% of 100% Shown on Original form hereto Ascent II, LLC 3.126% of 100% Shown on Original form hereto Prime Time Associates, LLC 6.25% of 100% Shown on Original form hereto Dockery Leasing Corporation 6.26% of 100% Shown on Original form hereto JHPH, LLC 6.25% of 100% Shown on Original form hereto George H. Davis, Jr. 3.125% of 100% Shown on Original form hereto Emeril Alr, LLC 6.26% of 100% Shown on Original form hereto Air Leader, Inc. 3.126% of 100% Shown on Original form hereto Robert L. Emery 8, Dana M. Emery - Trustees 6.25% of 100% Shown on Original form hereto Two Big Bears, LLC 6.26% of 100% Shown on Original form hereto Daniel O. Conwill, IV 3.125% of 100% Shown on Original form hereto Mann Partners, LLC 6.26% of 100% Shovm on Original form hereto Advance Beverage Company. Inc. 6.26% of 100% Shown on Original form hereto LLI Corp. 6.26% of 100% Shown on Original form hereto Nordic Alr, LLC 8.26% of 100% Shown on Original form hereto Flight Options. LLC 6.25% of 100% Shown on Original form hereto Signatures: Title: Date: V P of Whole Aircraft Sales 8. Acquisitions of Flight Options, LLC Acting as Attorney-in-Fact for #2.3.4,50.7.8.9.10.11.12.13.14,15.16 h 2.0 In Edward T. McDonald V P of Whole Aircraft Sales 8. Acquisitions of Flight Options, LLC for #17 T. By signing above. the applicaM agrees and stipulates (I) to the terms. Conditions and calthcatIon of the AC Form 5050.1 Aircraft Registration Application. to which Pis page is attached (the Appicatiare). (Metal all of the information set bib on the Application is true and sunset as of this date, and (III) the Application may be executed by the co-owners by executing separate couniersan signature pages. each of with when so executed and delivered shall be an original. but as such osuMerparts shall together constitute but one and the same application. SDNY_GM_02761391 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248313 EFTA01331831 VPIONV1)10 All0 VHONYtiO LS II WU 0£ BON OLOZ 88 NOLLVHISI038 told HUM 03113 SDNY_GM_02761392 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248314 EFTA01331832 FORM APPROVED OMB NO 2120-0002 UNITED STATES OF AMERICA OIL UMW IF1UMPORTAINN MAL AMIN Anonamil AIRCRAFT BILL OF SALE WSW In Thls Bloch Do FOR OR FAA USE ONLY FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DES- CRIBED AS FOLLOWS: . UNITED STATES REGISTRATION NUMBER N 493LX AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS30 al DAY OF00V., 2010 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: PURCHASER NAME AND ADDRESS (IF INDIVIDUAL (S). GIVE LAST NAME, FIRST NAME. AND MIDDLE INITIAL.) NORDIC AIR, LLC 6.25% OF 100% 26180 CURTISS-WRIGHT PARKWAY RICHMOND HEIGHTS, OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 501" DAY OF NOV., 2010 SELLER NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) (IN INK) (IF EXECUTED FOR CO-OWNERSHIP, ALL MUST SIGN.) TITLE (TYPED OR PRINTED) FLIGHT OPTIONS, LLC e..----- --- VICE PRESIDENT WHOLE AIRCRAFT EDWARD T. MCDONALD SALES & ACQUISITIONS ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FM RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NBM0052-00-629-0003) Supersedes Previous Edition 103341305161 $5.00 11/30/2010 SDNY_GM_02761393 O0 O ca 0 0s O O a 2 N 0 8 yr SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248315 EFTA01331833 VIV0HY1)10 1,110 VH0111/1)I0 LS IT WU 0£ 010? BO NOILV8.131938 108081V VVA 1111/A031U SDNY 02761394 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002483 16 EFTA01331834 U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMIX IgYEATION CROSS-REFERENCE—RECORDATION RECORDED CONVEYANCE FILED IN: NNW& 493LX SERIAL. NUM: RIC•244 MFR' PAN AIRCRAFT COMPANY MODEL: 400A AIR CARRIER: This tons is to be used in cases %%Imre a sonny/me coven several aircraft and engines, propellers, oc locations File original of this fonn with the recorded conveyance and a copy in each aircraft folder involved. TYPE OF CONVEYANCE AIRCRAFT MORTGAGE AND SECURITY AGREEMENT DATE EXECUTED JULY 8, 2010 FROM FLIGHT OPTIONS LLC (12.50% INTEREST) DOCUMENT NO. TM007712 TO OR ASSIGNED TO FO FINANCING LLC DATE RECORDED JUL 26, 2010 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: Total Aircraft: I Total Engines: 2 Total Pi Toad Spare Parts: N493LX P&W C rn 5D-5 PCE-3A0256 P&W C 17151.3-5 PCE-1A0257 APS-750.23R (02/08) SDNY_GM_02761395 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248317 EFTA01331835 SDNY_GM_02761396 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248318 EFTA01331836 8 N 0 0 f • 3 AIRCRAFT MORTGAGE AND SECURITY AGREEMENT dated as of 3 20t0 —4.114-116Sarle by FLIGHT OPTIONS, LLC In favor of FO FINANCING, LLC as Mortgagee 101891532438 915.00 137108/2010 a C O 0 O 3 SDNY_GM_02761397 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248319 EFTA01331837 vVICHVINO All3 VI-O1O1)10 01 C bid a W Diet V V.11,?, 03 113 SDNY_GM02761398 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248320 EFTA01331838 TABLE OF CONTENTS SECTION 1 CERTAIN DEFINITIONS 1.1 Definitions 1 SECTION 2 GRANTING CLAUSE 5 SECTION 3 REPRESENTATIONS AND WARRANTIES 6 SECTION 4 COVENANTS 6 4.1 Registration Maintenance and Operation 6 4.2 Liens 7 4.3 Taxes 7 4.4 Possession 8 4.5 Insurance 8 4.6 Modification and Additions 8 4.7 Reserved 8 4.8 Inspection 8 4,9 Reserved 8 4.10 Citizenship 9 4.11 Event of Loss with Respect to an Engine 9 4.12 Further Assurances 9 4.13 Sale of Aircraft 10 SECTION 5 RECEIPT, DISTRIBUTION AND APPLICATION OF INCOME 10 5.1 Application of Proceeds and Amounts Realized On Mortgage Collateral 10 SECTION 6 EVENTS OF DEFAULT AND REMEDIES 10 6.1 Remedies 10 6.2 Possession of Mortgage Collateral 10 6.3 Salo and Suits for Enforcement 11 6.4 Waiver of Appraisement, etc 12 6.5 Remedies Cumulative 12 6.6 Application of Proceeds 12 6.7 Delay or Omission; Possession of Loan Certificates 12 6.8 Mortgagee's Right to Perform for the Grantor 12 C111995086130-1066491.0071 SDNY_GM_02761399 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248321 EFTA01331839 I SDNY_GM_02761400 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248322 EFTA01331840 6.9 Deregistration 12 6.10 Speedy Relief Remedies 13 SECTION 7 MISCELLANEOUS PROVISIONS 13 7.1 Amendments, etc 13 7.2 Indemnification 13 7.3 Reserved ' 14 7.4 Notices 14 7.5 . Continuing Lien and Security Interest; Transfer; Release of Mortgage Collateral; Termination of Mortgage 14 7.6 Ooveming Law 14 7.7 Severability 15 EXHIBIT Exhibit A Credit and Security Agreement SCHEDULE Schedule 1 Description of Aircraft and Engines 04190.30861104.066497.0072 SDNY_GM_02761401 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248323 EFTA01331841 I SONY GM 02761402 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248324 EFTA01331842 AIRCRAFT MORTGAGE AND SECURITY AGREEMENT, dated as of &LI Sr 2040 (the "Mortaarte"), made by PLIGHT OPTIONS, LLC, a Delaware limited liability' company (the "Grantor"), with Its chief executive office and principal place of business at 26180 Curtiss Wright Parkway, Cleveland, Ohio 44143, in favor of PO FINANCING, LLC, a Delaware limited liability company, as Lender under the Credit and Security Agreement defined below (the "Mortgagee"). WITNESSETH: WHEREAS, the Grantor and the Mortgagee are parties to that certain Amended and Restated Credit and Security Agreement dated of even date herewith attached hereto as Exhibit A (as amended, amended and restated, joined, supplemented or otherwise modified from time to time, the "Credit and Security Arreemenj"), pursuant to which Mortgagee has agreed to make certain loans and advances to the Grantor subject to the terns and conditions set forth therein; NOW, THEREFORE, to secure indebtedness of the Grantor to the Mortgagee arising under the Credit and Security Agreement, and the repayment of all sums due under the other Loan Documents, as defined in the Credit and Security Agreement, whether direct or indirect, absolute or contingent, joint or several, or now or hereafter existing, the Grantor hereby agrees with the Mortgagee as follows: SECTION 1 CERTAIN DEFINITIONS 1.1 Definitions. Unless otherwise defined herein, capitalized terms defined herein shall have the respective meanings ascribed to them in the Credit and Security Agreement. All other capitalized terms defined in the preamble and recitals to this Mortgage shall have the respective meanings ascribed to them therein and the following terms shall have the following • defined meanings (and shall be applicable to both the singular and fhb plural forms of such terms): "Act: the Transportation Act, 49 U.S.C. §§40101, et seq„ as amended, and any similar legislation of the United States of America enacted in substitution or replacement thereof; together with the regulations of the FAA thereunder, as in effect from time to time. "Aircraft": collectively, each Airframe, together with the Engines Stalled thereon as of the date hereof, described in Schedule 1 hereto (or any Engine substituted for one of said Engines pursuant to subsection 4.11 hereof), whether or not any of said existing or substitute Engines may from time to time be installed on such Airframe, to the extent of the Grantor's ownership interest therein. "Aircraft Protocol": the official English language text of the Protocol to the Convention on International Interests in Mobile Equipment on Matters Specific to Aircraft Equipment, adopted on 16 November 2001 at a diplomatic conference held in Cape Town, as the same may be amended or modified from time to time. "Airframe": that certain airframe which forms part of the Aircraft, excluding the Engines or engines from time to time installed thereon, either originally mortgaged hereunder and C14199 $0261104.066497.0071 I hereby certify this is a true Cixact a In Ai ft Title Service, Inc. SONY_GM_02761403 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248325 EFTA01331843 SDNY_GM_02761404 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248326 EFTA01331844 described in Schedule I hereto, together with any and all Parts which arc either incorporated or installed in or attached to such airframe or required to be subject to the lien and security interest of this Mortgage in respect of such Airframe, to the extent of the Grantor's ownership interest therein. "Cape Town Convention": collectively, the Aircraft Protocol, the Convention, the International Registry Procedures and the International Registry Regulations. "Certificated Air Cartier": any corporation (except the United States Government) domiciled in the United States of America and (i) holding a Certificate of Public Convenience and Necessity issued under 49 U.S.C. Section 41102 by the Department of Transportation or any predecessor or successor agency thereto, or, in the event such Certificates shall no longer be issued, any corporation (except the United States Government) domiciled in the United States of America and legally engaged in the business of transporting for hire passengers or cargo by air predominantly to, from or between points within the United States of America, and, in either event, operating commercial jet aircraft capable of carrying 10 or more individuals or 6,000 pounds or more of cargo, which also is certificated so as to entitle Grantor to the benefits of Section 1110 of Title 11 of the United States Code or any analogous statute with respect to the Aircraft and/or (ii) having certified authority by the FAA to conduct scheduled air cargo transportation under Part 121 of the regulations promulgated under the Act. "Civil Aircraft Registry": the civil aircraft registry maintained by the FAA pursuant to the Act. "Convention": the official English language text of the Convention on International Interests in Mobile Equipment, adopted on 16 November 2001 at a diplomatic conference held in Cape Town, South Africa, as the same may be amended or modified from time to time. "Credit and Security Agreement": the term as defined in the above recitals of this Mortgage. "Engine": each aircraft engine described in Schedule 1 hereto, together with any and all Parts which are either incorporated or installed in or attached to such Engine or required to be subject to the lien and security interest of this Mortgage in respect of such Engine, to the extent of the Grantor's ownership interest therein. "Event of Loss": any of the following events with respect to any property: loss of such property or of the use thereof due to theft, disappearance, destruction, damage beyond repair or rendition of such property permanently unfit for normal use for any reason whatsoever; (ii) any damage to such property which results in an insurance settlement with respect to such property on the basis of a total loss; (iii) the condemnation, confiscation, seizure or hijacking of, or requisition of title to or use of, such property by private Persons or Governmental Authority or purported Governmental Authority, excluding, however, requisition for use by the United CHIN SOINI 30.5.0664970071 SDNY_GM_0276 140 5 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248327 EFTA01331845 SONY GM 02761406 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248328 EFTA01331846 States Government or any instrumentality or agency thereof for a period of less than 60 days; (iv) as a result of any rule, regulation, order or other action by the FAA or other governmental body having jurisdiction, the use of such property in the normal course of interstate air transportation shall have been prohibited for a period of six (6) consecutive months; or (v) the operation or location of such property, while under requisition for use by the United States Government, or any instrumentality or agency thereof, in any area excluded from coverage by any insurance policy in effect with respect to such property, if the Grantor shall be unable to obtain indemnity in lieu thereof satisfactory to the Lender from the United States Government. An Event of Loss with respect to an Aircraft shall be deemed to have occurred if an Event of Loss occurs with respect to such Aircraft, Airframe or any Engine to which is a part of such Aircraft. "FAA": the United States Federal Aviation Administration, or any successor or replacement administration or governmental agency having the same or similar authority and responsibilities. "Governmental Authority": any federal, state, • local or foreign governmental or regulatory entity (or department, agency, authority or political subdivision thereof) or any other judicial, public or statutory instrumentality, commission, tribunal, board, court or bureau. "Indemnified Liabilities": those liabilities as defined in Section 7.2 hereof. "International Interest": such interest as ascribed thereto in the Capo Town Convention. "International Registry": the International Registry of Mobilo Assets located in Dublin, Ireland and established pursuant to the Cape Town Convention, along with any successor registry thereto. "International Registry Procedures": the official English language text of the procedures for the International Registry issued by the supervisory authority thereof pursuant to the Convention and the Aircraft Protocol, as the same may be amended or modified from time to time. "International Registry Regulations": the official English language text of the regulations for the International Registry issued by the supervisory authority thereof pursuant to the Convention and the Aircraft Protocol, as the same may be amended or modified from time to time. "Irrevocable De-Registration and Export Request Authorization" or "IDERA": such de- registration and authorization as provided under the Cape Town Convention and as provided in subsection 6.9 of this Mortgage. CH199 5046130.5b5M97.0371 SDNY_GM_02761407 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EETA_002483/9 EFTA01331847 SDNY GM 02761408 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248330 EFTA01331848 "Lien": any mortgage, security deed, deed of trust, pledge, hypothecation, assignment, security interest, lien (whether statutory or otherwise), charge, claim or encumbrance, or preference, priority or other security agreement or preferential arrangement held or asserted in respect of any asset of any kind or nature whatsoever including any conditional sale or other title retention agreement, any lease having substantially the same economic etlect as any of the foregoing, and the filing of, or aweement to give, any financing statement under the UCC or comparable law of any jurisdiction and, including, without limitation, rights of others under any engine or parts interchange, loan lease or pooling agreement, and any International Interest and/or Prospective International Interest. "Mortgage": this Mortgage as defined in the preamble. "Mortgage Collateral": such collateral as defined in Section 2 hereof. "Obligations": such term as defined in the Credit and Security Agreement, including without limitation all amounts due to the Mortgagee arising under or related to this Mortgage. "Parts": at any time, all parts, components, equipment, instruments, appliances, avionics, radio and radar devices, cargo, handling systems and loose equipment that arc at such time incorporated or installed in or attached to any Airframe, Engine or Part, to the extent of the Grantor's ownership interest therein. "Permitted Liens": (a) Liens of carriers, warehousemen, artisans, bailees, mechanics and materialmen incurred in the ordinary course of business securing sums not overdue; (b).Liens incurred in the ordinary course of business in connection with worker's compensation, unemployment insurance or other forms of governmental insurance or benefits, relating to employees, securing sums (i) not overdue or (ii) being diligently contested in good faith provided that adequate reserves with respect thereto arc maintained on the books of the Grantor, in conformity with GAAP; (c) Liens in favor of Mortgagee; (d) Liens for taxes (i) not yet due or (ii) being diligently contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto are maintained on the books of the Grantor, in conformity with GAAP and which have no effect on the priority of Liens in favor of Mortgagee or the value of the assets in which Mortgagee has a Lien; (a) purchase money Liens securing purchase money indebtedness to the extent permitted under the Credit and Security Agreement and this Mortgage (and as such terms arc defined in the Credit and Security Agreement); and (I) Liens specifically identified as Permitted Liens in the Credit and Security Agreement. "Proceeds": the meaning set forth therefor in the UCC, and shall include, without limitation, the meaning set forth therefor in the Credit and Security Agreement and whatever is receivable or received when any Airframe, Engine or Part is sold, exchanged, collected or otherwise disposed of, including, without limitation, all amounts payable or paid under Insurance, requisition or other payments as the result of any loss (including an Event of Loss) or damage to such Airframe, Engine or Part. "Prospective International Interest": such interest ascribed thereto in the Cape Town Convention. "Replacement Engine" as defined in Section 4.11 hereof. CH n9 5016130-5.C66497X072 SDNYGM02761409 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0024833 I EFTA01331849 SONY GM 02761410 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248332 EFTA01331850 "Tlili" as defined in Section 4.3 hereto. "UCC" means the Uniform Commercial Code as the same may, from time to time be in effect in the State of New York; provided, that in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection or priority of, or remedies with respect to, Mortgagee's Lien on any Mortgage Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, the term "UCC" shall mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions of this Mortgage relating to such attachment, perfection, priority or remedies and for purposes of definitions related to such provisions; provided further, that to the extent that the term "UCC" is used to define any term herein and such term is defined differently in different Articles of the UCC, the definition of such term contained in Article 9 shall govern. SECTION 2 GRANTING CLAUSE Mort&age and Grant of Security Interest. To secure the due and prompt payment and performance of the Obligations of the Grantor at any time owing to the Mortgagee, the Grantor hereby assigns, mortgages, transfers and confirms unto the Mortgagee and hereby grants to the Mortgagee a first priority security interest, subject to no other Liens, in all right, title and interest of the Grantor in and to the following property, whether now owned or hereafter acquired (herein collectively called the "Iyforteace Collateral"), and agrees that the foregoing, together with the other provisions of this Agreement, creates in favor of the Lender an International Interest in the Aircraft, as collateral security for the prompt and complete payment and performance when due of all the Obligations: (a) the Aircraft (including the Airframe and the Engines) and all replacements thereof and substitutions therefor to which the Grantor shall from time to time acquire title as provided herein, or any replacements or substitutions therefor, as provided in this Mortgage; (b) all logs, manuals, books, records (including, without limitation, maintenance, servicing, testing, modification and overhaul records) and other documents (including, without limitation, any logs, manuals, books, records and documents maintained in electronic form) relating to or otherwise concerning the Aircraft, the Airframe or any Engine (collectively, the "Records"), including without limitation, all Records required to be maintained by the FAA or any other governmental entity, domestic or foreign, having jurisdiction over the Grantor or the Aircraft, the Airframe or any Engine; (c) all policies of insurance (including, without limitation, any insurance policies required to be maintained by Grantor hereunder relating to the Aircraft, the Airframe and/or any Engine and all payments and proceeds and all rights to payment or compensation received or to be received under any such policies of insurance in respect of any loss or damage to and/or relating to or involving the Aircraft or any part thereof and all compensation and other payments of any kind with respect to the Aircraft, including, but not limited to the insurance required hereunder, under the Credit and Security Agreement and all payments and compensation and rights to payment and/or compensation in respect of any requisition, forfeiture, seizure, detention or other loss of title to or the use or possession of the Aircraft or any part thereof; CHI9) Set6130.5.066497.0071 SONY GM 02761411 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248333 EFTA01331851 ... SDNY_GM_02761412 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248334 EFTA01331852 (d) all proceeds (whether cash or non-cash), rents, tolls, issues, profits, revenues, accounts, accounts receivable, general intangibles, income and any other sums paid, received or to be received as a result of, arising from, derived in connection with or otherwise relating to the Aircraft or any part thereof, including, without limitation, all proceeds, rents, tolls, issues, profits, revenues, accounts, accounts receivable, general intangibles, income and any other sums paid, received or to be received relating to or in connection with the sale, lease, hire, charter or other disposition of the Aircraft or any part thereof or the provision of services of any nature whatsoever utilizing the Aircraft or any part thereof; (e) all Proceeds of all or any of the foregoing whether cash or otherwise. SECTION 3 REPRESENTATIONS AND WARRANTIES The Grantor represents and warrants that: (a) The Grantor shall (i) be a "citizen of the United States" as defined in 49 U.S.C. Section 40102(aX15)(c), (ii) have good and marketable title to such Mortgage Collateral, free and clear of all Liens other than the Liens permitted by subsection 4.2 hereof, and (iii) duly register in the name of the Grantor, at its expense, the Airframe constituting part of such Aircraft, in accordance with the Act and shall have in full force and effect a certificate of airworthiness duly issued pursuant to said Act. (b) This Mortgage is in proper form to be duly filed for recordation in accordance with the Act against the Mortgage Collateral, and this Mortgage shall constitute a duly perfected lien on and prior perfected security interest in such Mortgage Collateral, subject to no other Liens (except for Permitted Liens). (c) (i) No International Interest or Prospective International Interest (other than that of Mortgagee) is registered with the International Registry with respect to the Aircraft; (ii) Grantor shall not consent to the registration of any International Interest or Prospective International Interest with respect to the Aircraft (other than any such interest registered in favor of Mortgagee); and (iii) Grantor has not executed an IDERA with respect to the Aircraft in favor of any person (other than Mortgagee) which has not been discharged and removed from the Civil Aircraft Registry in Oklahoma City, Oklahoma. SECTION 4 COVENANTS 4.1 Registration Maintenance and Operation. The Grantor, at its own cost and expense, will: (i) prior to mortgaging any Aircraft hereunder, (A) cause the Airframe included therein to be duly registered, and at all times thereafter to remain duly registered, in the name of the Grantor in accordance with the Act (B) register, on the International Registry, its consent to the registration of the Mortgagee's Unemotional Interest created pursuant to this Mortgage and the other Loan Documents (including any Prospective International Interest) with respect thereto, (C) provide the Mortgagee reasonably satisfactory evidence that there are no International Interests or Prospective International Interests against the Aircraft which are prior and superior to the Lien of this Mortgage in favor of the Mortgagee; (ii) at all times cause to be maintained, carom SOW 304.066491.4072 SDNY_GM_02761413 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248335 EFTA01331853 SDNY GM 02761414 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248336 EFTA01331854 serviced, repaired, overhauled and tested each Airframe, Engine, and Part, or other relevant Mortgage Collateral, so as to the good operating condition as when originally mortgaged hereunder, ordinary wear and tear excepted, and, in the case of each Aircraft, in such condition as may be necessary to enable the airworthiness certification of such Aircraft to be maintained in good standing at all times under the Act and to enable such Aircraft at all times to be operated in commercial cargo service in the United States; and (iii) maintain all records, logs and other materials required by the FAA and any other Governmental Authority having jurisdiction to be maintained in respect of such Mortgage Collateral. The Grantor will comply with all material rules and regulations of the FAA. The Grantor agrees that the Airframes, Engines and Parts and any other Mortgage Collateral will not be maintained, used or operated: (A) in violation of any material law, rule, regulation or order (as defined below) of any Governmental Authority having jurisdiction (domestic or foreign), or in violation of any airworthiness certificate, license or registration relating to any Mortgage Collateral issued by any such Governmental Authority, except for any violation which, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; (B) in any area excluded from coverage by any insurance required by the terms of subsection 4.5 hereof, except in the case of a requisition for use by the United States of America, and then only if the Grantor obtains indemnity in lieu of such insurance from the United States of America against the risks and in the amounts required by said subsection 4.5 covering such area, or as to which the Grantor has otherwise obtained the written consent of the Mortgagee; or (C) in any recognized or threatened area of hostilities unless fully covered to the Mortgagee's satisfaction by war-risk insurance, or unless such Airframe, Engine, Parts or other Mortgage Collateral are operated or used under contract with the government of United States of America under which contract said government assumes liability for any other damage, loss, destruction or failure to return possession of such Airframe, Engine, Parts or Mortgage Collateral at the end of the tam of such contract and for injury to persons or damage to property of others or unless the Aircraft is only temporarily located in such area as a result of an isolated occurrence attributable to a hijacking, medical emergency, equipment malfunction, weather conditions, navigational error or other similar unforeseen circumstances and the Grantor is using its good faith efforts to remove the Aircraft from such area. For purposes of this Section 4.1, a "material" law, rule, regulation or order of the FAA or any other Governmental Authority having jurisdiction (domestic or foreign) is one the violation of which may lead to an enforcement action by the FAA or such Governmental Authority or suspension, revocation or limitation of Grantor's authority to operate as a Certificated Air Carrier. 4.2 Liens. The Grantor will not create or suffer to exist any Lien, International Interests or Prospective International Interest upon or with respect to any of the Mortgage Collateral, except for Permitted Liens and any other Liens permitted by the terms hereof and by the Credit and Security Agreement. 4.3 Taxes. The Grantor will pay, and hereby indemnifies the Mortgagee and each Lender from and against, any and all fees and taxes, levies, imposts, duties, charges or withholdings, together with any penalties, fines or interest thereon (any of the foregoing being here called a wl:m") which may from time to time be imposed on or asserted against the Mortgagee or any Airframe, Engine or Part or other Mortgage Collateral or any interest therein by any Federal, state or local government or other taxing authority in the United States or by any foreign government or subdivision thereof or by any foreign taxing authority upon or with respect to: (i) any Airframe, Engine or Part, or any interest therein, (ii) the manufacture, CHI99 53861/0-5.066497D072 SDNY_GQ02761415 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248337 EFTA01331855 I SDNY_GM_02761416 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248338 EFTA01331856 purchase, ownership, mortgaging hereunder, lease, sublease, use, storage, maintenance, sale or other disposition of any Airframe, Engine or Part, or any rentals or other earnings, payable therefor or arising therefrom or the income or other proceeds received with respect thereto, or (iii) this Mortgage; provided, however, that, nothing in this subsection 4.3 shall require the payment of any Tax unless proceedings shall have been commenced to foreclose any Lien which may have attached as security for such Tax, so long as the validity thereof shall be contested in good faith by appropriate proceedings and that Grantor shall have set aside and maintained on its books adequate reserves with respect thereto. 4.4 Possession. The Grantor will not, without the prior written consent of the Mortgagee, except as permitted under the Credit and Security Agreement, lease or otherwise in any manner deliver, transfer, remove or relinquish possession or control of, or transfer any right, title or interest of the Grantor in, any Mortgage Collateral, including without limitation any Airframe, Engine or Part or install any Engine or permit any Engine to be installed, on any airframe other than an Airframe, or permit any Part to be installed on or attached to any airframe or engine other than to an Airframe or Engine. 4.5 Insurance. (a) The Grantor at its own expense shall carry insurance with respect to the Mortgage Collateral as required pursuant to the terms and provisions of the Credit and Security Agreement, together with such endorsements in favor of the Mortgagee (or Lender) as are required by the Credit and Security Agreement. (b) Upon the occurrence and continuance of an Event of Default, all insurance payments received by the Mortgagee (or Lender) or any Grantor with respect to the Mortgage Collateral shall be (if received by the Grantor, immediately paid to the Mortgagee (or Lender)) held and applied by the Mortgagee (or Lender) against the Obligations as provided under the Credit and Security Agreement, or be retained by the Grantor for application to the repair of damage to the Aircraft, Airframe, Engine, or Part for which such insurance was paid, all in accordance with the terms of the Credit and Security Agreement. 4.6 Modification and Additions. The Grantor, at its expense, shall make such modifications in and additions to the Airframes and the Engines as may be required from time to time to meet the standards of the FAA or other Governmental Authority having jurisdiction. In addition, so long as no Default or Event of Default shall have occurred and be continuing, the Grantor, at its expense, may from time to time make such modifications in and additions to any Airframe or Engine as it may deem desirable in the proper conduct of its business, provided that no such modification or addition shall diminish the value or utility of such Airframe or Engine or impair the airworthiness or operating condition thereof below the value, utility, airworthiness and condition thereof immediately prior to such modification or addition (assuming such Airframe or Engine was of the value and utility and in the condition required by the terms of this Mortgage immediately prior to such modification or addition) and any expenses incurred or related thereto are in accordance with the terms of the Credit and Security Agreement. 4.7 Reserved. CH m9 5096133.5 066497.0072 SDNY_GM_02761417 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248339 EFTA01331857 SONY GM 02761418 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248340 EFTA01331858 4.8 inspection. Subject to the provisions of Section 6.10 of the Credit and Security Agreement, the Grantor shall permit the Mortgagee by its officers or agents to inspect the Mortgage Collateral, including the Aircraft, and the Grantor's documents and records relating thereto,'al all such times during normal business hours as the Mortgagee may from time to time reasonably request; provided that so long as no Event of Default shall have occurred and is continuing such visits shall be limited to two (2) occasions per fiscal year. 4.9 Reserved. 4.10 Citizenship. The Grantor shall at all times be a "Citizen of the United States" as • defined in 49 U.S.C. Section 40102(a)(15)(c). 4.11 Event of Loss with Respect to an Engine. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which there has not occurred an Event of Loss with respect to the Airframe on which such Engine was originally installed, the Grantor shall give the Mortgagee prompt written notice thereof and shall, within 90 days after the occurrence of such Event of Loss, duly subject to the lien and security interest of this Mortgage, in substitution for the Engine with respect to which such Event of Loss occurred, substitute another engine of the same manufacturer and model described on Schedule 1 attached hereto (or engine of the same manufacturer of an improved model and suitable for installation and use on an Airframe or such other engine acceptable to the Mortgagee) (herein called a "Replacement Engine") free and clear of all Liens and having a value and utility at least equal to, and being in as good operating condition as, the Engine with respect to which such Event of Loss occurred assuming such Engine was of the value and utility.and in the condition and repair required by the terms of this Mortgage immediately prior to the occurrence of such Event of Loss. At the time of such replacement, the Grantor, at its expense, shall (i) furnish the Mortgagee with evidence, reasonably satisfactory to the Mortgagee, of the Grantor's title to the Replacement Engine, (ii)' cause a supplement to this Mortgage describing the Replacement Engine to be duly executed and filed for recordation pursuant to the Act, (iii) furnish the Mortgagee with such evidence of compliance with the insurance provisions of subsection 4.5 hereof with respect to such Replacement Engine as the Mortgagee may reasonably request, and (iv) furnish the Mortgagee with such certificates and opinions of counsel as the Mortgagee may request in order to evidence. the value, utility and operating condition of the Replacement Engine, the Grantor's title to the Replacement Engine free and clear of all Liens (other than Permitted Liens) and the subjection of the Replacement Engine to the lien and security interest of this Mortgage. Upon full compliance by the Grantor with the provisions of this subsection 4.11, the Mortgagee will deliver to the Grantor an instrument releasing the Engine with respect to which such Event of Loss occurred from the lien and security interest of this Mortgage. For all purposes of this Mortgage, each Replacement Engine shall, after being subjected to the lien and security interest hereof, be deemed an "Engine" as defined herein and shall be deemed part of the same Aircraft as was the Engine replaced thereby. 4.12 Further Assurances. The Grantor at its expense will promptly and duly execute and deliver such documents and assurances and take such action as may be necessary, or as the Mortgagee may from time to time request, in order to more effectively carry out the intent and purpose of this Mortgage, to establish, protect and perfect the rights, remedies, liens and security interests created or intended to bo created In favor of the Mortgagee hereunder and to comply 04199 50116 / X14.066497.0072 SDNY_GM_02761419 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248341 EFTA01331859 1 SDNY_GM_02761420 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248342 EFTA01331860 with the laws and regulations of the FAA and the requirements of the Cape Town Convention with respect any International Interest of the Mortgagee with respect to the Mortgage Collateral, including the Aircraft, or the laws and regulations of any of the various states or countries in which the Mortgage Collateral, including the Aircraft is or may fly over, operate in, or become located in or any other applicable law, including, without limitation, the execution, delivery and tiling of UCC financing and continuation statements with respect to the securitS, interests created hereby, registration of any International Interest of the Mortgagee with respect to the Mortgage Collateral, including the Aircraft with the International Registry, in each case in form and substance satisfactory to the Mortgagee, in such jurisdictions as the Mortgagee may reasonably request. The Grantor hereby authorizes the Mortgagee to file any such statements without the signature of the Grantor to the extent permitted by applicable law. 4.13 Sale of Aircraft. Without the prior written consent of the Mortgagee, the Grantor shall not sell, transfer or otherwise dispose of any Mortgage Collateral, including any Aircraft or enter into any conditional sale, finance lease or any other agreement or arrangement which has the same legal effect as a sale (regardless of whether Grantor retains title to such Aircraft), except as provided in the Credit and Security Agreement. SECTION 5 RECEIPT, DISTRIBUTION AND APPLICATION OF INCOME 5.1 Application of Proceeds and Amounts Realized On Mortgage Collateral. Whether or not an Event of Default or Default shall have occurred and be continuing hereunder and/or under the Credit and Security Agreement, all payments and proceeds related to and arising from the Mortgage Collateral shall be paid to the Mortgagee and applied in accordance with the terms of the Credit and Security Agreement. SECTION 6 EVENTS OF DEFAULT AND REMEDIES 6.1 Remedies. If an Event of Default under the Credit and Security Agreement shall occur, the Mortgagee may, without notice of any kind to the Grantor, except as otherwise provided herein andlo the extent permitted by law, carry out or enforce the actions or remedies provided in this Section 6 or elsewhere in this Mortgage, any applicable rights and remedies specified under the Cape Town Convention, and any rights and remedies otherwise available to a secured party under the UCC and/or the Uniform Commercial Code as in effect at the time in any applicable jurisdiction; provided, however, that such actions and remedies shall be in addition to, and not be deemed to limit, the remedies provided in any Security Document 6.2 Possession of Mortgage Collateral. If an Event of Default under the Credit and Security Agreement shall occur and be continuing, the Mortgagee may, without notice, take possession of all or any part of the Mortgage Collateral, including the Aircraft and may exclude the Grantor, and all persons claiming under the Grantor, wholly or partly therefrom. In addition, the Mortgagee shall be entitled to exercise all of their respective rights and remedies as set forth in this Mortgage, under the Loan Documents, and at law with respect to the Mortgage Collateral. At the request of the Mortgagee, the Grantor shall promptly deliver or cause to be delivered to the Mortgagee or to whomsoever the Mortgagee shall designate, at such time or times and place • - 10 - CIII99 50/6130-5.046497.0072 SDNY_GM_02761421 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248343 EFTA01331861 SDNYGM02761422 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248344 EFTA01331862 or places as the Mortgagee may reasonably specify, and fly or cause to be flown to such airport or airports in the continental United States as the Mortgagee may reasonably specify, without risk or expense to the Mortgagee, all or any part of the Aircraft specified by the Mortgagee. in addition, the Grantor will provide, without cost or expense to the Mortgagee, storage facilities rot- the Mortgage Collateral, including any Aircraft. If the Grantor shall for any reason fail to deliver any Mortgage Collateral or any part thereof after demand by the Mortgagee, the Mortgagee may, without being responsible for loss or damage, except to the extent caused by the gross negligence or willful misconduct of the Mortgagee, (i) obtain an order from any court having jurisdiction conferring on the Mortgagee the right to immediate possession or requiring the Grantor to deliver immediate possession of aU or part of such Aircraft to the Mortgagee, to the entry of which the Grantor hereby specifically consents, or (ii) with or, to the fullest extent provided by law, without such judgment, pursue all or any part of such Mortgage Collateral, including the Aircraft wherever they may be found and enter any of the premises of or leased by the Grantor where such Mortgage Collateral, including the Aircraft may be and search for such Mortgage Collateral, including the Aircraft and take possession of and remove the same. The Grantor agrees to pay to the Mortgagee, upon demand, all expenses incurred in taking any such action; and all such expenses shall constitute Obligations and, until paid, be secured by the lien and security interest of this Mortgage and the Security Documents. Upon every such taking of possession, the Mortgagee may, from time to time, make all such reasonable expenditures for maintenance, insurance, repairs, replacements, alterations, additions and improvements to and of the Mortgage Collateral, including the Aircraft as it may dean proper. 6.3 Sale and Suits for Enforcement. (a) If an Event of Default under the Credit and Security Agreement shall occur and be continuing, the Mortgagee, with or without taking possession of the Mortgage Collateral, including tho Aircraft, may: (i) to the extent and in the manner permitted by law, sell at ono or more sales, all or any part of the Mortgage Collateral, at public, or private sale, at such place or places and at such time or times and upon such terms, including terms of credit (which may include the retention of title by the Mortgagee to the property so sold), as the Mortgagee may determine, whether or not the Mortgage Collateral shall be at the place of sale; and (ii) proceed to protect and enforce its rights under this Mortgage by suit, whether for specific performance of any covenant herein contained or in aid of the exercise of any power herein granted or for the foreclosure of this Mortgage and the sale of the Mortgage Collateral under the judgment or decree of a court of appropriate jurisdiction or for the enforcement of any other right. (b) At any public sale of any Mortgage Collateral, including the Aircraft or any part thereof by the Mortgagee pursuant to paragraph (a)(i) above, the Mortgagee may consider and accept bids requiring the extension of credit to the bidder and may determine the highest bidder at such sale, whether or not the bid of such bidder shall be solely for cash or shall require the extension of credit. - I - CHID9 5086130.3.066497.0072 SDNY_GM_02761423 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248345 EFTA01331863 SONY GM 02761424 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248346 EFTA01331864 (c) The Mortgagee, to the extent permitted by law, may from time to time adjourn any sale under paragraph (a)(i) above by announcement at the time and place appointed for such sale or for any adjournment thereof; and without further notice or publication, such sale be made at the time and place to which the same shall have been so adjourned. (d) Upon the completion of any sale under paragraph (a)(i) above, full title and right of possession to the Mortgage Collateral, including the Aircraft so sold shall (subject to any retention of title by the Mortgagee as part of the terms of such sale) pass to the accepted purchaser forthwith upon the completion of such sale, and the Grantor shall deliver, in accordance with the instructions of the Mortgagee (including flying any Aircraft or causing the same to be flown to such airports in the continental United States as the Mortgagee may specify). such Mortgage Collateral so sold. If the Grantor shall for any reason fail to deliver such Mortgage Collateral, the Mortgagee shall have all of the rights granted by subsection 6.2 hereof. The Mortgagee is hereby irrevocably appointed the true and lawful attorney of the Grantor, in its name and stead, to make all necessary conveyances of any Mortgage Collateral so sold. Nevertheless, if so requested by the Mortgagee or by any purchaser, the Grantor shall confine any such sale or conveyance by executing and delivering all proper instruments of conveyance or releases as may be designated in any such request. 6.4 Waiver of Appraisement. etc. The Grantor agrees, to the fullest extent that it lawftilly may, that it will not (and hereby irrevocably waives its right to) at any time plead, or claim the benefit or advantage of, any appraisement, valuation, stay, extension, moratorium or redemption law now or hereafter in force, in order to prevent or hinder the enforcement of this Mortgage or the absolute sale of the Mortgage Collateral. 6.5 Remedies Cumulative. No remedy herein conferred upon the Mortgagee is intended to be exclusive of any other remedy, but every such remedy shall be cumulative and shall be in addition to every other remedy herein conferred or now or hereafter existing in law. 6.6 Application of Proceeds. If an Event of Default shall have occurred and be continuing, the proceeds of any sale, lease or other disposition of all or any part of the Mortgage Collateral pursuant to this Mortgage and all other sums realized or held by the Mortgagee under this Mortgage or any proceedings hereunder shall be applied in accordance with the tams of the Credit and Security Agreement. 6.7 Delay or Ornissiom_Possession of Loan Certificates. (a) No delay or omission of the Mortgagee to exercise any right or remedy arising upon the happening of any Default or Event of Default shall impair any right or remedy or shall be construed to be a waiver of any such Default or Event of Default or an acquiescence therein; and every right and remedy given to the Mortgagee by this Section 6, the Loan Documents or by applicable law may be exercised from time to time and as often as may be deemed expedient by the Mortgagee. (b) All rights of action under this Mortgage may be enforced by the Mortgagee without the possession of the Notes or any other instrtunent or document evidencing any obligation or the production thereof in any proceeding. - 12 Ceti 199 50861 30-5.06649107/2 SDNY_GM_02761425 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248347 EFTA01331865 I SDNY_GM_02761426 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248348 EFTA01331866 6.8 Mortearee's Right to Perform for the Grantor. From and after the occurrence and continuance of an Event of Default, if the Grantor fails to perform or comply with any of its ugreements contained herein, the Mortgagee may perform or comply with such agreement, and the amount of the reasonable out-of-pocket costs and expenses incurred in connection with the performance or compliance with such agreement (together with interest thereon at the Default Rate) shall be payable by the Grantor to the Mortgagee on demand and shall be secured by the lien and security interest of this Mortgage. 6.9 Dereastration. If an Event of Default under the Credit and Security Agreement shall occur and be continuing, the Mortgagee may, without being responsible for loss or damage, except to the extent caused by the gross negligence or willful misconduct of the Mortgagee, procure the deregistration of the registration of the Aircraft and export the Aircraft to a jurisdiction of the Mortgagee's choice pursuant to the IDERA and as authorized by the Cape Town Convention. The Grantor agrees to pay to the Mortgagee, upon demand, all reasonable out-of-pocket expenses incurred in taking any such action, including reasonable attorney fees; and all such expenses and fees shall constitute Obligations and, until paid, be secured by the lien and security interest of this Mortgage. At the request of the Mortgagee, the Grantor will execute and deliver an IDERA to the Mortgagee to be filed with the FAA. 6.10 Speedy Relief Remedies. If an Event of Default under the Credit and Security Agreement shall occur and be continuing, the Mortgagee may, pending final determination of its claim in any court proceeding, obtain speedy relief in the form of on order providing for (i) preservation of the Mortgage Collateral and its value; (ii) possession, control or custody of the Mortgage Collateral; (iii) immobilization of the Mortgage Collateral; (iv) lease or, except where covered by sub-paragraphs (i) to (iii) of this subsection 6.10, management of the Mortgage Collateral and the income therefrom, and (v) sale and application of proceeds therefrom. SECTION 7 MISCELLANEOUS PROVISIONS 7.1 Amendments. etc. No amendment or waiver of any provision of this Mortgage, nor consent to any departure by the Grantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Mortgagee and the Grantor, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. 7.2 Indemnification. The Grantor agrees (a) to pay or reimburse the Mortgagee for all its reasonable out-of-pocket .costs and expenses Incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Mortgage and any other documents prepared in connection herewith, and the consummation of the transactions contemplated hereby and thereby, (b) to pay or reimburse the Mortgagee for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Mortgage and any such other documents, including, without limitation, the fees and disbursements of counsel to the Mortgagee, (c) to pay, indemnify, and to hold the Mortgagee harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying stamp, excise and other taxes, if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation of - 13 - C11199 S086130.7.066491.0= SDNY_GM_02761427 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248349 EFTA01331867 SDNY GM 02761428 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248350 EFTA01331868 any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Mortgage and any such other documents, and (d) to pay, indemnify, and hold the Mortgagee and each Lender harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Mortgage and any such other documents (all the foregoing, collectively, the "I demnified Liabilities"), provided that the Grantor shall have no obligation hereunder with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of the Mortgagee. The agreements in this subsection 7.2 shall survive termination of the Credit and Security Agreement and satisfaction of the Obligations thereunder. 7.3 Reserved. 7.4 Notices. All notices, requests and demands to or upon the respective parties hereto to be effective shall be in writing or by facsimile and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made when delivered by hand, or four (4) business days after being deposited in the United States mail, certified or registered mail postage prepaid, or one (1) business day after being deposited with an overnight courier of national reputation, or upon receipt of confirmation of successful transmission with respect to any notice or communication sent via facsimile, to the addresses set forth in the Credit and Security Agreement. 7.5 Continuing Lien and Security interest; Transfer: Release of Mortgage Collateral; Termination of Mortgage. (a) in addition to the other. Security Documents, this ,Mortgage shall create a continuing lien and security interest in the Mortgage Collateral and shall (i) remain in full force and effect until payment and performance in full of all of the Obligations, (ii) be binding upon the Grantor, its successors and assigns, and (iii) inure to the benefit of the Mortgagee, and its successors, transferees and assigns. (b) Upon the indefeasible payment and performance in full of all of the Obligations, the lien and security interest granted hereby and in the Security Documents shall terminate. Upon any such termination, the Mortgagee will, at the Grantor's expense, execute and deliver as appropriate instrument evidencing such termination of this Mortgage 7.6 Governing Law. (a) THIS AGREEMENT AND THE ANCILLARY AGREEMENTS SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. (b) THE PARTIES HEREBY CONSENT AND AGREE THAT THE STATE OR FEDERAL COURTS LOCATED IN THE COUNTY OF NEW YORK, STATE OF NEW YORK SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY - 14 - CHI99 5016130.5.066497M2 • SDNY_GM_02761429 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248351 EFTA01331869 SDNY_GM_02761430 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248352 EFTA01331870 CLAIMS OR DISPUTES BETWEEN GRANTOR, ON THE ONE HAND, AND MORTGAGEE, ON THE OTHER HAND, PERTAINING TO THIS AGREEMENT OR TO ANY MATTER ARISING OUT OF OR RELATED TO THIS AGREEMENT• PROVIDED THAT MORTGAGEE AND GRANTOR ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE 'OF THE COUNTY OF NEW YORK, STATE OF NEW YORK; AND FURTHER PROVIDED, - THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE MORTGAGEE FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO COLLECT THE OBLIGATIONS, TO REALIZE ON THE MORTGAGE COLLATERAL OR ANY OTHER SECURITY FOR THE OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF MORTGAGEE. THE PARTIES EXPRESSLY SUBMIT AND CONSENT IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND EACH OF THE PARTIES HEREBY WAIVES ANY OBJECTION THAT IT MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON COtttENIENS. (c) THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, THE PARTIES HERETO WAIVE ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE, WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE BETWEEN MORTGAGEE AND GRANTOR ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH THIS AGREEMENT, ANY ANCILLARY AGREEMENT OR THE TRANSACTIONS RELATED HERETO OR THERETO. (d) THIS AGREEMENT SHALL BE DEEMED DELIVERED IN THE STATE OF NEW YORK FOR PURPOSES OF TITLE 49 U.S.C. § 44108 OF THE ACT. 7.7 Severability. The invalidity of any one or more of the provisions of this Mortgage shall not affect the remaining provisions of this Mortgage should any ono or more provisions of this Mortgage be held by any court of law to be invalid; nor should any such court holding operate to render this Mortgage invalid or to impair Mortgagee's lien and security interest in any of the Mortgage Collateral, as this Mortgage shall be construed as if such invalid provisions had not been contained herein. (Balance of Page Intentionally Left Blank. Signature Page Follows. - 15 - 0109 508613044664910M SDNY_GM_02761431 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248353 EFTA01331871 SDNY_GM_02761432 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248354 EFTA01331872 IN WITNESS WEREOF, the Grantor has caused this Mortgage to be duly executed and delivered as of the day and year first above written. FLIGHT OPTIONS, LLC By: C z.---- --- Name: edward T. McDonald Title: Vice President of Whole Aircraft Sales & Acquisitions FO FINANCING, LLC By: Name: Bret Wiener Title: Vice President SDNY_GM_02761433 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248355 EFTA01331873 SONY GM 02761434 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248356 EFTA01331874 IN WITNESS WEREOF, the Grantor has caused this Mortgage to be duly executed and delivered as of the day and year first above written. FLIGHT OPTIONS, LW By: Name: Edward T. McDonald Title: Vice President of Whole Aircraft Sales & Acquisitions FO FINANCING, LIX By: Name: Bret Wiew Title: Vice President SDNY_GM_02761435 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248357 EFTA01331875 SDNYGM02761436 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248358 EFTA01331876 Schedule 1 Aircraft: Airframe and Engines' Make / Model Reg. No. Serial No. Engine Make Engine Engine Serial Percent Model No. Owned"' RAYTHEON AIRCRAFT COMPANY model 400A N493LX RK-244 PRATT& WHITNEY CANADA YEI 5D-5 PCE4A0256•• 1150% RAYTHEON AIRCRAFT COMPANY model 400A N493LX RK-244 PRATT& WHITNEY CANADA III 5D-5 PCE-JA0257•• t2.50% Each of viNch Egging is cap e of 1750lba or more or hmsl r hn 550 arca rated lnkeorl rsepower or me egwvdent thereof. •Described es model IFI5D SERIES with serial numbers lA0Im am mann on me Intonational Registry dreg down ••Airaaf used herein references Grantor's undivided IUD% i-iterest in tiro Altman and Engines based opon "Fractional lamest" listed below. Fractional Interest The 6.25% undivided interest in and to the Airframe and Engines conveyed to Flight Options, LLC from Mountville Mills. Inc. on 11/16/2009 and filed with the FAA on 12/21/2009 • and The 6.25% undivided interest in and to the Airframe and Engines conveyed to Flight Options, LLC from WellLFa o Bank No it. . ki. ntstee on 02/16/2010 and filed with the FAA D (collectively the "Fractional Interest") This Aircraft Mortgage and Security Agreement encumbers a total of 12.50% fractional interest in the Airframe and Engines. International Interests registered on the International Registry in connection with this Mortgage Supplement are evidenced by File Numbers 77670, 77674 and 77676. The FAA Unique Authorization Code applicable to this Aircraft Mortgage and Security Agreement is IRN20100510080655. SDNY_GM_02761437 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248359 EFTA01331877 I SONY GM 02761438 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248360 EFTA01331878 Exhibit A Credit and Security Agreement [Not included for purposes of confidentiality.] CH19930861304.066497.0072 SDNY_GM_02761439 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248361 EFTA01331879 V1-1011V 1 :10 1. IQ *:itoli pL tild $3 lfic D1OZ 31;317 C.3113 SDNY_GM_02761440 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248362 EFTA01331880 DOCUMENT LEVEL ANNOTATIONS FOR DOCUMENT ARE001873870 ORIG DOC ID 9195 FFR 7/8/10 RETD IATS SDNY_GM_0276,141 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248363 EFTA01331881 SDNY GM 02761442 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248364 EFTA01331882 FORM APPROVED OMB No 21200042 UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION ntorpuu. —not rcommnitalteleirlee Ieerengierr agettasimmem. CORER AIRCRAFT REGISTRATION APPLICATION CERT. ISSUE DATE m ii 4931i UNITED STATES REGISTRATION NUMBER IJ eg C_ AIRCRAFT MANUFACTURER a MODEL Raytheon Aircraft Conpany 400A z 2 C AIRCRAFT SERIAL No. RK -244 FOR FAA USE ONLY C TYPE OF REGISTRATION (Check one boa) h C O 1. Individual O 2. Partnership O 3. COrperettien JO 4. Co-owner O 5. Govt O B. Car tianann E NAME OF APPLICANT (Penten(e) shown On evidence at ownership. If Individual. give last nun*: first name and middle (SW.) 1.) Shadtka Air, Inc. 6.25% of 100% III C SeeAttachrrent ota-i-exl -1 --- (it— I O) TELEPHONE NUMBER: ( ) ADDRESS mail Pi t) (If P.O. BOX Is used, physics/ address must also be shown.) (Permanent Val _applicant c/o: 1 t tions, LLL Number and street 26180 Curtiss-Wright Parkway Rural Route: PO Box' CITY Richmond Heights STATE OH ZIP CODE 44143 LJ CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENT1ONI Read the following statement before signing this application. This portion MUST be completed. A Min or di at",11091 answer to any question in thin application may be rounds for punishment by fine and/or imprisonment (U.S. Code. Title le. Sec. 1001) - III CERTIFICATION VINE CERTIFY: (I) That the above aircraft is owned by the undursgned applicant. who is a onion (including comorauon.) of Ihe United Staters (Poe wrens truM. give name of trustee: ) or CHECK ONE AS APPROPRIATE: a. 0 A resident alien. with alien reglataWan (Form 1-151 or Fonn 1-661) No. b. 6 A non-citizen corporation organized and doing business under the taws of (stale) Del aware and said natr aft26-1so' ellrPertk*-11/rieffilef ,22161fielcr RV .nrbff'441211 kw (2) That the aircraft Is not registered under the laws of any foreign oountry. and (3) That regal evidence of ownership is attached or hes been filed with the Federal Aviation Actinic. attrition NOTE: If executed to 00-Ownership all applicants Murat Sign. Uso reverse side if necessary. TYPE OR PRINT NAME BELOW SIGNATURE . 6m= I§ g A(,.. SK3NATURE TIME V P Whole A/C Sales & Aftftsitions of FLIGHT OPTIONS, LLC TITLE ting as Attorney-In -haw& for Shrdtka Air, Inc. —1 -21C- 1 6 DATE SIGNATURE Edward T. McDonald SIGNATURE TITLE 1A - k NOTE Pending receipt of the Certificate of Aircraft ReplairatIce. the almraft may be operated for a period not in excess of 90 days, during :Alegi time the PINK copy of this application mutt be rod in ihs ellebrah AC Form 8050-1 (5/03) (0052-00-828-9007) SDNY_GM_02781443 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248365 EFTA01331883 `4 HOW; 111O 1rONAV 1'71O • Ca ‘1\ a rcl -1c\C tV2, tio. 14O 1'1 LS113115 3".; 11;3111'4 \.? r2. \A l.\ fa O311A SDNY_GM_02761444 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248366 EFTA01331884 ATTACHMENT TO AIRCRAFT REGISTRATION 1.) 2.) 3.) 4.) 6.) 6.) 7.) 8.) 9.) 10.) 11.) 12.) 13.) 14.) 15.) 16.) 17.) Reg #: Model: S/Nti: Name of Applicant: APPLICATION aciRA 1-1-10 N493LX Address: Raytheon Aircraft Company 400A RIC-244 Owning an undivided Interest of: Southeastern Mills, Inc. 12.60% of 100% Shown on Original form hereto Ascent II, LLC 3.125% of 100% Shown on Original form hereto Prime Time Associates, LLC 6.25% of 100% Shown on Original form hereto Dockery Leasing Corporation 6.26% of 100% Shown on Original form hereto JHPH, LLC 6.25% of 100% Shown on Original form hereto George H. Davis, Jr. 3.125% of 100% Shown on Original form hereto Emerll Air, LLC 6.25% of 100% Shown on Original form hereto Air Leader, Inc. 3.125% of 100% Shown on Original loan hereto Robert L. Emery & Dana M. Emery - Trustees 6.25% of 100% Shown on Original form hereto Two Big Bears, LLC 6.25% of 100% Shown on Original form hereto Daniel O. Conwill, IV 3.125% of 100% Shown on Original form hereto Marm Partners, LLC 6.25% of 100% Shown on Original form hereto Advance Beverage Company, Inc. 6.25% of 100% Shown on Original form hereto LLI Corp. 6.25% of 100% Shown on Original form hereto Flight Options, LLC 12.50% of 100% Shown on Original form hereto Signatures: Title: Date: Edward T. McDonald 'Edward T. McDonald V P of Whole Aircraft Sales & Acquisitions of Flight Options, LLC Acting as Attorney-in-Fact for #2,3,4,5,6.7,6,9,10.11.12,13.14.15 V P of Whole Aircraft Sales & Acquisitions of Flight Options, LLC for #16 By signing above, the applicaM agrees and stipulates (I) to the tem. condibons and certification of the AC Form 6050-1 Aircraft Registration Application, to which MIs page 4 attached (the -ApplIcationt (II) that all or the Information sot forth on the Appbcetlon 4 true and correct as of this dale, and (III) the Application may be executed by the co-owners by exect4P9 separate counterpart Signature pages. each of which when so executed and delivered shall be an original. but all such counlerpans snail together censthrle but one and the tame application. SDNY_GM_02761445 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248367 EFTA01331885 7L101.11140 A AID V;I:INV 1)10 OT C Wd 8 inr oiot 1.3':E1D 17 ."12 0311i SDNY_GM_02761446 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248368 EFTA01331886 FORM APPROVED OMB NO. 2120-0042 UNITED STATES OF AMERICA IL t IFPARDIENI IF MAISPIITABIll FMK AMA MI ISIMMITLMIN AIRCRAFT BILL OF SALE o0 o 0 0 2 m 1 a 1 c •.).7. i) 0 8 r4 ii co v Do Not Writs In This Block K FOR FM USE ONLY 'n FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DES- CRIBED AS FOLLOWS: . UNITED STATES REGISTRATION NUMBER N493LX AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS 16TH DAY OF FEB., 2010 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: re HQ S O tZ M 0. NAME AND ADDRESS (IF INDIVIDUAL (S), GIVE tAST NAME, FIRST NAME. AND MIDDLE INITIAL.) FLIGHT OPTIONS, LLC 6.25% OF 100% 26180 CURTISS-WRIGHT PARKWAY RICHMOND HTS., 01-1 44143 101891532438 $5.00 07)08/2010 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 167}1 OF FEB., 2010. SELLER NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) (IN INK) (IF EXECUTED FOR CO-OWNERSHIP, ALL MUST SIGN.) TITLE (TYPED OR PRINTED) WELLS FARGO BANK a. - V P of Whole Aircraft Sales & NORTHWEST, N.A. - Acquisitions of TRUSTEE EDWARD T. MCDONALD FLIGHT OPTIONS, LLC Acting as Attorney-in-Fact for WELLS FARGO BANK NORTHWEST, N.A.- TRUSTEE ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL tAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition SDNY_GM_02761447 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248369 EFTA01331887 VW0HY1)10 A ilD V4.10)O;1)10 OT C 1J8 9 inr ne H]I1V8is"381.lV 8081V V214.11M 03113 SDNY_GM_02761448 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248370 EFTA01331888 RELEASE FO Financing, LLC (the "Secured Party"), as the secured party under the Mortgages (described and defined in Annex I attached hereto), hereby: (i) releases from the terms of the Mortgages all of the collateral covered thereby (including but not limited to the Airframe and Engines described on Annex 1) and (ii) discharges the international interests created by the Mortgages and represented by the International Registry File Numbers described on Annex I. Dated: AiL i _ , 2010 [The remainder of this page is intentionally left blank] 8 SI O 0 3 a C L O N A DT SDNY_GM_02761449 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 0024837I EFTA01331889 vuown't°10 A .1.13 quow/i 60 lcl 2, IT 010Z )3.v.` 1:...D321 1,V 1110t Y; "Iti 30 (13-1 SDNY_GM_02761450 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248372 EFTA01331890 IN WITNESS WHEREOF, the undersigned has executed this Release as of the dated noted above. FO Financing LLC By:. Name: Bret Wiener Title: Vice President • SDNY_GM_02761451 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248373 EFTA01331891 Annex I To Release Page 1 Atte One (1) Raytheon Aircraft Company model 400A aircraft bearing manufacturer's serial number RK-244 (described on the International Wistry drop down menu as RAYTHEON AIRCRAFT COMPANY model 4004 with serial number RK-244) and U.S. Registration No. N49314X. Entices Two (2) Pratt & Whi8pqg Canada model JT15D-5 aircraft engines bearing manufacturer's serial numbers ECE-JA0236 and PCE-JA0257 (described on the International Registry drop down menu as PRATT & WHITNEY CANADA model JTISD SERIES with serial numbers JA0254-and M0257) (which engines are in excess of 550 horsepower or the equivalent). Mortgages Description of Document Date Executed Date Recorded FAA Conveyance Number International Registry File Numbers Aircraft Mortgage and Security Agreement between Flight Options, LLC, as grantor, and FO Financing, LLC, as Mortgagee 12/13/07 06/12/08 AM000500 N/A Second Aircraft Mortgage and Security Agreement between Flight Options, LLC, as grantor, and FO Financing, LLC, as Mortgagee 12/13/07 06/12/08 AM000501 N/A Aircraft Mortgage and Security Agreement between Flight Options, LLC, as grantor, and FO Financing, LW, as Mortgagee 03/20/09 VH0H A113 ii-OV.0 04/01/09 O80 1 NO LA001848 322997 323003 323001 60 £ Wel ativeWthigalortgages"). tie rime A3S LP/ Deli 4V3 HUM (13113 SDNY_GM_02761452 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248374 EFTA01331892 DOCUMENT LEVEL ANNOTATIONS FOR DOCUMENT ARE001839192 SEE RECORDED CONVEYANCE AM000500 ET AL ZSC3921 PG 195 SDNY_CPO_02761453 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248375 EFTA01331893 SDNY_GM_02761454 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248376 EFTA01331894 U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION CROSS-REFERENCE—RECORDATION RECORDED CONVEYANCE FILED IN: NNUM: 4931.X SEIUAL NUM: MFR : MODEL: AIR CARRIER: This form is to be used in cases vitae a conveyance covers several aircraft and engines, propellers, or locations File original of this fonn with the recorded conveyance and a copy in each aircraft folder invol td. TYPE OF CONVEYANCE NAME CHANGE DATE EXECUTED FEBRUARY 11, 2010 FROM AIR GHISLAINE INC DOCUMENT NO. TO OR ASSIGNED TO SHMITKA AIR INC DATE RECORDED FEBRUARY 23, 2010 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: Total Aircraft: Total Engines Total Props: Total Spare Paris AFS.750-23R (OM) SDNY_GM_02761455 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248377 EFTA01331895 SDNY_GM_02761456 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248378 EFTA01331896 FORM APPROVED OMB No. 2120.0042 UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION PatiWAAL AVIATOR ApilliNNITRATIOM-SIOCII NONSICINEY AJESCIUAUTCAL abli131 AIRCRAFT REGISTRATION APPLICATOR § CERT. ISSUE DATE 'C Zt UNITED STATES II REGISTRATION NUMBER 493LX C (. AIRCRAFT MANUFACTURER S MODEL Raytheon Aircraft Company 400A c 1 AIRCRAFT SERIAL No. RK -244 FOR FAA USE ONLY E. C TYPE OF REGISTRATION (Cheek a box) .C.! K O 1. IndlTdUill 0 2. Partnership 0 3. Corporation Igi 4. Co-owner O 5. Gov't. O EL lidnalzdn C Corporation E NAME OF APPLICANT (Polvon(s) shown on evIdenell of ownership. If incevklual. give last name. and name. and coddle Initial.) 1.) Air Ghislaine, Inc. 6.25% of 100% III See Attachment ei o ted 1- Kt-ID) TELEPHONE NUMBER: ( ) ADDRESS (trait rnallIng_Brirress bailee' epplicant listod.)(Il P.O. BOX Is used. physical Halmos must also be shown.) Flight Options, LLC Number anti street: 26180 Curtiss-Wright Parkway Rural Route: P.O. Boa: CITY STATE ZIP CODE Richmond Heights OH 44143 CI CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION! Reed the following statement before signing this application. This portion MUST be completed. A Istse or dielleneat near to any question In OILS application may be grounds for punishment by fine and / of Imprisonment (U.S. Coda Title IS. Sec. 1001). 41110 CERTIFICATION IIWE CERTIFY. (I) Thal to Caen &MUIR IS owned 01, the undersigned aPplicant. who is s cation (gnawing oCuperratiOntll of the United States. (For voting mut give name or suttee: I C. CHECK ONE AS APPROPRIATE: a. 0 A reeldent alien. with Wien ragIstrallon (Form 1.151 or Form 1-551) No aware b. IZKA nonaltIzen °atop:aeon organized and doing Wellston under the laws of (stale) . rLdpeetara natner CIVEkittliri 4ht* PIM .?"Ricihrientrlitti•hreiregile lc.' (2) That the Sand, Is not registered under the laws any foreign country: and (3) That legal evidence of ownership is attached or has been filed with the sedwal Avieuon Administration. NOTE: If executed for co-ownership all applicants must sign. Use reverse side If necessary. TYPE OR PRINT NAME BELOW SIGNATURE SIGNATURE TITLE V P of Whole Aircraft ghles li.t C----- -- & Acquisitions of Flight Options, LLC 6 a SIGNATURE Tons acting as Attorney -In-Wt i1 Edward T. McDonald for Air Ghislaine, Inc. 1 -let-it) 2 SIGNATURE TITLE DATE NOTE Pending receipt of the Certificate of Aircraft Registrations the aircraft may be operated km a period not In axone et 90 days. doting which lime the PINK copy of Olt aPPlialtiCin must be owned In the aircraft AC Form 8050-I (5/03) (0052-00-e28-9007) SDNY_GM_02761457 N 1 3 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248379 EFTA01331897 ViNONV1No 1110 VIN0HV-O,0 CS i Lid 61 010Z ae N0LLVILLSI0DU JAVU0LIIV VVA H.LIM G311A SDNY_GM_02761458 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA _00248380 EFTA01331898 ATTACHMENT TO AIRCFtAFT,REGISTRATIO14 1.) 2.) 3.) 4.) 6.) 6.) 7.) 8.) 9.) 10.) 11.) 12.) 13.) 14.) 16.) 16.) 17.) Reg ft: Model: SMS: Name of Applicant APPLICATION 044-V4,4 N4931X Address: Raytheon Aircraft Company 400A RK-244 Owning an undivided Interest of: Southeastern Mills, Inc. 12.60% of 100% Shown on Original form hereto Ascent II, LLC 3.126% of 100% Shown on Original form hereto Prime Time Associates, LLC 6.26% of 100% Shown on Original form hereto Dockery Leasing Corporation 6.26% of 100% Shown on Original form hereto JHPH, LLC 6.25% of 100% Shown on Original form hereto George H. Davis, Jr. 3.126% of 100% Shown on Original form hereto Emeril Alr, LLC 6.26% of 100% Shown on Original form hereto Air Leader. Inc. 3.126% of 100% Shown on Original form hereto Wells Fargo Bank Northwest, N. A. - Trustee 6.25% of 100% Shown on Original form hereto Robert L. Emery & Dana M. Emery - Trustees 6.26% of 100% Shown on Original form hereto Two Big Bears, LLC 6.26% of 100% Shown on Original form hereto Daniel O. ConwIll, IV 3.126% of 100% Shown on Original form hereto Marm Partners, LLC 6.26% of 100% Shown on Original form hereto Advance Beverage Company, Inc. 6.26% of 100% Shown on Original form hereto LU Corp. 8.26% of 100% Shown on Original form hereto Flight Options, LLC 6.25% of 100% Shown on Original form hereto Signatures: Title: Date: Edward T. McDonald Edward T. McDonald V P of Whole Aircraft Sales & Acquisitions of Flight Options, LLC Acting as Attorney-in-Fact for 02,3,4,5,8,7&,9,10,11,1Z13,14,15.18 V P of Whole Aircraft Sales & Acquisitions of Flight Options, LLC for #17 By signing above, the volition agrees and stipulates (I) to the tams, conditions and certification of the AC Form 8050-1 Aircraft Registration Application. to which this page is attached (the 'Application", (II) that all of the Mformation set forth a the APPlicalon Is true and correct as of this date. and (III) the Apptcation may be executed by the co-owners by exeCutrg separate counterpart signature pages, eadi of which when so executed and delivered shall be an orighel, but as such counterparts shal together constii/At but one and the same applcatiors SDNY_GM_02761459 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0O248381 EFTA01331899 MOWN() ALIO VWOHIMIO £S bid 6INdPOIOZ a9 NOLLMESIO3e11.02101JIV HIIM 03111 SDNY_GM_02761460 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248382 EFTA01331900 DOCUMENT LEVEL ANNOTATIONS FOR DOCUMENT ARE001513367 TYPE OF REG CORR'D TO SHOW TYPE #9, NON-CITIZEN CORP CO-OWNERSHIP SDNYCPO02761461 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248383 EFTA01331901 SDNY_GM_02761462 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA _00248384 EFTA01331902 FORM APPROVED OMB NO. 2120-CO42 UNITED STATES OF AMERICA U. S. TEPAITINNI OF TIMISPIRTANN MAL AVIATION MINISTRATION AIRCRAFT BILL OF SALE 100191418128 55.00 01/19/2010 Do Not FOR FAA In USE Block Was This ONLY FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DES- CRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N 493LX AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS IC1 HEREBY SELL, DELIVER IN AND TO TH DAY 05304, 2010 GRANT, TRANSFER AND ALL RIGHTS, TITLE, AND INTERESTS SUCH AIRCRAFT UNTO: PURCHASER NAME AND ADDRESS (IF INDIVIDUAL (S). GIVE LAST NAME. FIRST NAME. AND MIDDLE INITIAL) LTA CORP. 6.25% OF 100% 26180 CURTISS-WRIGHT PARKWAY RICHMOND HEIGHTS, OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS fl '" DAY OF, jail ., 2010 SELLER NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) (IN INK) (IF EXECUTED FOR CO-OWNERSHIP, ALL MUST SIGN.) TITLE (TYPED OR PRINTED) FLIGHT OPTIONS, LLC -dia--- V P OF WHOLE AIRCRAFT SALES EDWARD T. MCDONALD & ACQUISITIONS ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FM RECORDING: HOWEVER, MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition SDNY_GM_02761463 OO 0 • v . 6 O yr SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248385 EFTA01331903 aB Noliv„ • ti•LS103v VVdifitsi OVA, tfiyollvimo CST Lid 6T NYin 010? SDNY_GM_02761464 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248386 EFTA01331904 FORM APPROVED OMB MD. 2120-0042 UNITED STATES OF AMERICA ILL IHMIIIIENI If TRAIMMITMIM MEM MUM MIIIIIIMIINI AIRCRAFT BILL OF SALE o Not Writ Cl FOR FAA s In This Block USE ONLY FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DES- CRIBED AS FOLLOWS: . UNITED STATES REGISTRATION NUMBER N 493LX AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS fl TH DAY OFJ4A., 2010 HEREBY'' SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: PURCHASER NAME AND ADDRESS (IF INDIVIDUAL (S). GIVE LAST NAME, FIRST NAME. AND MIDDLE INITIAL) ADVANCE BEVERAGE COMPANY, INC. 6.25% OF 100% 26180 CURTISS-WRIGHT PARKWAY RICHMOND HEIGHTS, OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS ICH DAY OFjak ., 2010 SELLER NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) (IN INK) (IF EXECUTED FOR CO OWNERSHIP, ALL MUST SIGN.) TITLE (TYPED OR PRINTED) FLIGHT OPTIONS, LLC t-__-- V P OF WHOLE AIRCRAFT SALES EDWARD T. MCDONALD & ACQUISITIONS ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FM RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition SDNY_GM_02761465 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248387 EFTA01331905 VI1011V1)10 All0 MOHY-DIO CSI lid 61 Nill' 010? aB 110IIVUISIDa liVHOWV Vtid HIM 03114 SDNY_GM_02761466 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248358 EFTA01331906 FORM APPROVED OMB No 2120-0042 UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION etoestAL AVUMON AlleneliffillaillOseamill eigillinCielltY IMICIMMTCAL COMM AIRCRAFT REGISTRATION APPLICATION CERT ISSUE DATE 3 UNITED STATES REGISTRATION NUMBER Pi 4411X AIRCRAFT MANUFACTURER a MODEL Raytheon Aircraft Ccapzuti 400A AIRCRAFT SERIAL No. RK-244 FOR FAA USE ONLY TYPE OF REGISTRATION (Clock one bcop O 1. InSIVIGUIM O 2. Panne.laep O 3 COMOratiOn RI 4. Co-own- O 5. Gov't. O S. m en NAME OF APPLICANT (Peraon(s) shown on ovklonoo of omminthip. II WSWfoal. give MR nwne. first name, end middle Millen 1.) Air Ghislaine, Inc. 6.25% of 100% IP (-See Attachment ota,ceel ia.--(9-1--oqi TELEPHONE NUMBER:( ) Is be ADDRESS (Permanent adorable for first applicant ailed.) (II P.O. BOX lad. physical address must also shown.) c/o: Flight Options, LLC Number and neat: 26180 Curtiss-Wright Parkway Rural Rotas: P.O. Sot: CITY Richmond Heights STATE OH ZIP CODE 44143 c] CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION! Reed the following statement before signing this application. This portion MUST be completed. A false or dishonest answer to any mention in this application may be grounds tor punishment by fine and , or imentionmonl (U.S. Code. Title 18. See. 1001). 41111 CERTIFICATION VWE CERTIFY: (1) That the (above aircraft Is owned by the undersigned applicant. who is a dere° (.ncfuding corporations) of the United Stelae (For voting trust. give name of libelee' ). or. CHECK ONE AS APPROPRIATE: a. O A resident seen, with alien registration (Form 1.151 0. Form 1-551) No. b. gi A non-citizen Corporation organized and drenObusinsss under Me laws of (state) Delaware LT:0 = n? ) DI2618treokent-PirfattMSIMPINtic.ntt h7C1-n 2att I°' (2) Thal the aircraft is not registered under the laws of any foreign country; and (3) Thal legal evidence of ownership is attached or has been fried with the Federal Aviation AfillOIMSO OOP, . NOTE: If executed for co-ownership all applicants must sign. Use remorse side if necessary. TYPE 0 P IN NA E OW SIGNATURE Il - SI T R TITLE V P of Sales & MarketinrM of Flight Options, LLC o7c)/ —Oq SIONAT Joh RE J. lein "ME acting as Attorney-In--OM for Air Ghislaine, Inc. SIONA RE TITLE DATE NOTE Pending receipt ol the Canalcale of Aircraft Registration. the Siretaft may be operated 1 or a period not in excess 0 00 days. during which time the RINK copy of this application " is. I. Gored In the °act*" AC Form 8050-1 (5/03) (0052-00-628-9007) SDNY_GM_02781487 D '4 .3 a SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248389 EFTA01331907 • . • ' • • • . • .• "..1 • • . •• ."•.! • • t.. • " • • . . •• . Viv0HVMO Apo 'lig Offirl>1.0:. ; ' 79.! ;4:et:a • ra o3o-stoii.' 'c 74: . . NOLLVyl$1331.14..1V8081! ;Az; . • • VV.4 11M arild • • " SDNY_GM_02761468 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248390 EFTA01331908 ATTACHMENT TO AIRCRAFT, REGISTRATION APPUCATION Mika cW-07 Reg #: N493LX Model: Raytheon Aircraft Company 400A SINN: RK-244 1.) 2.) 3.) 4.) 5.) 6.) 7.) 8.) 9.) 10.) 11.) 12.) 13.) 14.) 15.) 16.) Name of Applicant: Owning an undivided interest of: Address: Southeastern Mills, Inc. 1260% of 100% Shown on Original form hereto Ascent II, LLC 3.126% of 100% Shown on Original form hereto Prime Time Associates, LLC 6.26% of 100% Shown on Original form hereto Dockery Leasing Corporation 6.26% of 100% Shown on Original form hereto JHPH, LLC 6.26% of 100% Shown on Original form hereto George H. Davis, Jr. 3.126% of 100% Shown on Original form hereto Emeril Air, LLC 6.26% of 100% Shown on Original form hereto Air Leader, Inc. 3.126% of 100% Shown on Original form hereto Wells Fargo Bank Northwest N. A. - Trustee 6.26% of 100% Shown on Original form hereto Robert L. Emery & Dana M. Emery - Trustees 8.26% of 100% Shown on Original form hereto Two Big Bears, LLC 6.26% of 100% Shown on Original form hereto Daniel O. Conwill, IV 3.126% of 100% Shown on Original form hereto Maim Partners, LLC 6.26% of 100% Shown on Original form hereto Flight Options, LLC 18.75% of 100% Shown on Original form hereto Signatures: Title: Date: Edward-T. McDonald Edward T. McDon V P of Whole Aircraft Sales & Acquisitions of Flight Options, LLC Acting as Attomey-in-Fact for #2.3.4,5.8,7,8,9,10.11.12.13,14 V P of Whole Aircraft Sales & Acquisitions of Flight Options, LLC for #15 W-O2frog 041-01 By signing above. the applicant agrees and stipulates (i) to the terms. conditions and cretkatkm of the AC Conn 8050.1 Aircraft Registration Application. to wre this page is attached (the -Application"). (II) That all of the information set loith on the Application Is true and curried as of this date. and (III) the application may be executed by the co-owners by executing separate counterpart signature pages. each of whidt when so executed and delivered shall be an original, but all such Counterparts that together constitute but one and the same application. SDNY_GM_02761469 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0O248391 EFTA01331909 Vti0HV1)10 All0 VPI0MN0 sZ OI Wd TZ 330 601)? a° NOIIVa1SJOBS 10VOWY VVJ KUM 03114 SDNY_GM_02761470 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248392 EFTA01331910 FORM APPROVED OMB NO. 2120-0012 UNITED STATES OF AMERICA 0 S. OHMTKENT If IIMSFIRTAIIN MAL AIMEE ABNIIIIIATIM AIRCRAFT BILL OF SALE Do Not Wnte In This Block FOR FAA USE ONLY FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DES- CRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N 493LX AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS 2151-DAY OF DEC., 2009 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: PURCHASER NAME AND ADDRESS (IF INDIVIDUAL (5). GIVE LAST NAME, FIRST NAME. AND MIME INITIAL) MARM PARTNERS LLC 6.25% OF 100% 26180 CURTISS-WRIGHT PARKWAY RICHMOND HEIGHTS, Oil 44143 093551017119 $5.00 12/21/2009 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THISalbrbAY OF DEC., 2009 SELLER NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) (IN INK) (IF EXECUTED FOR CO.OWNERSHIP, ALL MUST SIGN.) TITLE (TYPED OR PRINTED) FLIGHT OPTIONS, LLC V V P OF WHOLE AIRCRAFT SALES EDWARD T. MCDONALD & ACQUISITIONS ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES CF FM RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VAUDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN 0052-00.629-0003) Supersedes Previous Edition O O 2 0 0 • 0 0 a C -4 0 0 SDNY_GM_02761471 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248393 EFTA01331911 viyouvixo AA/ v;volivuo 62 Or LW re 030 pe He now, instoau 140113afv VV4 rum+ claw/ SDNY_GM_02761472 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248394 EFTA01331912 FORM APPROVED C448 NO. 2120.0042 O UNITED STATES OF AMERICA Do Nowmto In This Block FOR FAA USE ONLY i • 8 o 0 4 i 7: I a o a c-• O :I 0 88 l pb)o > K It MFAIII/Mit IF IMNIPMTADIN ITIGIAL AIMMNIVISMIRATION AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DES- CRIBED AS FOLLOWS: . UNITED STATES REGISTRATION NUMBER N493LX AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS e DAY OF NOV., 2009 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: Ce w 02, R ace D o. NAME AND ADDRESS OF INDMDUAL (5), GIVE LAST NAME. FIRST NAME, AND MIDDLE INITIAL.) FLIGHT OPTIONS, LLC 6.25% OF 100% 26180 CURTISS-WRIGHT PARKWAY RICHMOND HTS., OH 44143 i DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 6" OF NOV., 2009. SELLER NAME (S) OF SELLER (TYPED OR PRIMED) SIGNATURE (S) (IN INK) (IF EXECUTED FOR CO.OWNERSHIP. ALL MUST SIGN.) TITLE (TYPED OR PRINTED) MOUNTVILLE MILLS, Cr.----- - V P OF WHOLE AIRCRAFT INC. SALES & ACQUISITIONS OF EDWARD T. MCDONALD FLIGHT OPTIONS, LLC ACTING AS ATTORNEY IN-FACT FOR MOUNTVILLE MILLS, INC. ACKNOWLEDGEMENT (NOT REQURED FOR PURPOSES OF FAA RECORDING: HOWEVER, MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) . ORIGINAL: TO FAA . . • AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) SupersedO, Previous Edition, SDNY_GM_02761473 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248395 EFTA01331913 SDNY_GM_02761474 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248396 EFTA01331914 FORM APPROVED OMB NO. 2120.0042 UNITED STATES OF AMERICA ILL IEMATIENT OF RMSP0RTAMII MOW AVIATINIMAIMSTRARIN AIRCRAFT BILL OF SALE , ( 1 The F Do Not WOW M OR FAA USE ON Mock LY FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DES- CRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N493LX AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RIC-244 DOES THIS 2e DAY OF JULY, 2009 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: PURCHASER NAME AND ADDRESS (IF INDIVIDUAL (S). GIVE LAST NAME. FIRST NAME. AND MIDDLE INITIAL.) FLIGHT OPTIONS, LLC 3.125%OF 100% 26180 CURTISS-WRIGHT PARKWAY RICHMOND HTS., O14 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 20Th OF JULY, 2009. SELLER NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) (IN INK) (IF EXECUTED FOR CO-OWNERSHIP. ALL MUST SIGN.) TITLE (TYPED OR PRINTED) DANIEL 0. CON WILL, IV e- re VP OF WHOLE AIRCRAFT SALES f & ACQUISITIONS OF FLIGHT EDWARD MCDONALD OPTIONS, LLC ACTING AS ATTORNEY IN-FACT FOR DANIEL 0. CONWILL, IV ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER. MAY BE REQUIRED ... BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) . . • ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN 0052.00-629-0003) Supersedes Previous Edition D 0 SDNY_GM_02761475 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248397 EFTA01331915 SDNYGM02761476 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA O{)248398 EFTA01331916 FORM APPROVED OMB NO. 2120.0042 a UNITED STATES OF AMERICA MI. WARNE/ IIIIIIIMITIMPI RIM AMU AIMINSTRATION AIRCRAFT BILL OF SALE i i Do Not lAhile In This FOR FM USE Blcc.k ONLY FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DES- CRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N493LX AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RIC-244 DOES THIS 7" DAY OF JULY, 2009 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: PURCHASER NAME AND ADDRESS (IF INDIVIDUAL (8). GIVE LAST NAME. FIRST NAME. AND MIDDLE IN(T1AL ) FLIGHT OPTIONS, LLC 9.375% OF I00% 26180 CURTISS-WRIGHT PARKWAY RICHMOND HTS., OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 7T11 OF JULY, 2009. SELLER NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) (IN INK) (IF EXECUTED FOR CO.OWNERSHIP. AU_ MUST SIGN.) TITLE (TYPED OR PRINTED) PARKS AVIATION, LLC C. V P OF WHOLE AIRCRAFT SALES & ACQUISITIONS OF FLIGHT EDWARD MCDONALD OPTIONS, LLC ACTING AS ATTORNEY IN-FACT FOR PARKS AVIATION, LLC ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition SDNY_GM_02761477 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248399 EFTA01331917 VH"ViV0 A113 VW0Hvixo 62 °I UV TO 330 gm rig N0UVU1S103111.O8 Vtid HAM 031td SDNY_GM_02761478 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248400 EFTA01331918 FORM APPROVED OMB No. 21200042 UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION FEDERAL MINKS aelelasinseite woisnomeT AMOOMAUTICAL =WM/ AIRCRAFT REGISTRATION APPLICATION CERT. ISSUE DATE '9. UNITED STATES REGISTRATION NUMBER N 493LX 2 C AIRCRAFT MANUFACTURER • MODEL Raytheon Aircraft Company 400A a i c AIRCRAFT SERIAL No. ic RK-244 FOR FAA USE ONLY C TYPE OF REGISTRATION (ONCE one bald n D I. Individual O 2. PertnefehiP O 3. COMONSUOil gi 4. Co-owner O 5. Gov't. O 8 . Non-buwa C CORlotnn 2 last Net name, and middle initial.) NAME OF APPLICANT (Person(s) shown on evidence Of Ownefship. if Individual. give name. Iii, 1.) Air Ghislaine, Inc 6.25% of 100% (...!ee Attachment 6(0,1_04 ldvAlock 1) TELEPHONE NUMBER: ( ) P.O. sox is sddresa must also be sholain.) ADDRESS (Permanent ensgentififx for_lirel nee (If used. physical C/O: t Opttgrr Number end street: 26180 Curtiss-Wright Parlasey Rural Route: PO. Sad: CITY Richmond Heights STATE OH 20P CODE 44143 O CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION! Read the following statement before signing this application. This portion MUST be completed. A Mine or dishonest answer to Any question In this application may be grounds kit punishment by fine and I Of IMPrhatinment (VS. Code. Title III. Sac 100i) el , CERTIFICATION IRIS CERTIFY. (1) That the above aircraft is owned by the undersigned applicant. who to a citizen (including corporations) of the united Slates. (For venni; oust. give name of trustee: I Or CHECK ONE AS APPROPRIATE: a. 0 A resident ahem, with alien nigIstrallon (Form 1-151 or EOM, 1-551) No. b. non-cotton corporation organized and doing badness under the laws of (slate) Delaware SiCA aims and maril used In hed la ReccI111' ilt.. "1 115-1-2411r) 'w x and sa tio d inspec n al (2) That the aircraft is not registered under the laws of any iCireign country: and (3) That legal evidence of ownersNe Is attached of has been Med with Ma Fodorat Aviation Administration. NOTE: II executed for co-ownership all eINSIICants must sign. Use reverse side if necessary. TYPE 0 N ELOW SIGNATURE i— g ,e S B R Tine V P of Sales & Marketi of Flight Options, LLC T ap/it Inj I t4) 0 9 a 3 ii; 65 SIGNATU Joh J. Lein rulaacting as Attorney-in-Famim for Air Ghislaine, Inc. i % en SIGNATU TITLE DATE Regi be for no. in excess of 90 NOTE Pending receipt of the Conifscato of Aircraft tration, the aircraft may operated a period days. during which limo the PINK copy of this OpPatiort must be Canted In the aircraft. AC Ran 80504 (5/03) (0052-00-628-9007) SDNY_GM_02761479 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0024840 I EFTA01331919 • J. . V14O14V1XO Alla V1-4O14ViNO cp A tic! 9t tooii MB No v SIO3ti iSCAr3 814 :' V VI 1-1.11M O311.4 SDNY_GM_02761480 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0O248402 EFTA01331920 ATTACHMENT TO AIRCRAFTIrCATION APPLICATION Reg #: N493LX Model: Raytheon Aircraft Company 400A S/N#: RK-244 1.) Name of Applicant: 2.) Southeastern Mills, Inc. 3.) Ascent II. LLC 4.) Prime Time Associates, LLC 5.) Dockery Leasing Corporation 6.) JHPH, LLC 7.) George H. Davis, Jr. 8.) EmerilAIr, LLC 9.) Air Leader, Inc. Wells Fargo Bank Northwest, N. A. - 10.) Trustee 11.) Mountville Mills, Inc. Robert L. Emery & Dana M. Emery - 12.) Trustees 13.) Two Big Bears, LLC 144 Parks Aviation, LLC 15.) Daniel 0. Conwill, IV 16.) Flight Options, LLC Owning an undivided Interest of: 12.60% of 100% 3.126% of 100% 6.25% of 100% 6.25% of 100% 6.26% of 100% 3.126% of 100% 6.25% of 100% 3.125% of 100% 6.26% of 100% 6.25% of 100% 6.26% of 100% 6.26% of 100% 9.375% of 100% 6.25% of 100% 6 25% of 100% Address: Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Title: Date: V P of Sales 8 Marketing of Flight Options, LLC Acting as Attorney-in-Fact for #2,3.4.5.6.7.8.9,10,11,12,13.14.15 V P of Sales 8 Marketing of Flight Options, LLC for CB By signing above. the applicant agrees and stipulates (I) to the terms. conditions and certiecsdlon of the AC Form 8050-1 Nivel Registration Application. to which this page is attached (the "Application'). (II) that all of the information set forth on the Applcallon is true and correct as of this dale. and flli) the Application may be executed by the co-owners by executing separate counterpart signature pages. each of which when so executed and delivered shall be an ceicnal. tut all such counterparts shall together constitute tut one and the same applicatIon SDNY_GM_02761481 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248403 EFTA01331921 17L4011V1M A 113 VI4OHCI0MO CS I bid I 9I 6001 ae NOLL VILLSID3S Ii 7d3HIV • V. g3 HUM 0311j SDNY_GM_027614112 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248404 EFTA01331922 FORM APPROVED OMB NO. 2120-0042 UNITED STATES OF AMERICA U. S. flEPMINENT If TRAMPIMATTIN FEDERAL AVIATION AMMIRAITIN AIRCRAFT BILL OF SALE Wnle In This FNot OR FAA USE O Dock Do ONLY FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DES- CRIBED AS FOLLOWS: UNITED STATES REGISTRATION N493LX NUMBER AIRCRAFT MANUFACTURER & MODEL Raytheon Aircraft Company, model 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS 14T" DAY OF 3tAki ., 2009 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO A 6.25% of SUCH AIRCRAFT UNTO: PURCHASER NAME AND ADDRESS (IF INDIVIDUAL (5). GIVE LAST NAME. FIRST NAME, AND MIDDLE INITIAL) Flight Options, LLC 26180 Curtiss-Wright Parkway Cleveland, OH 44143 6.25% OF 100% 091971356165 55.00 07/10/2009 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THISNI " DAY Of 9i,4 2009. SELLER NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) (IN INK) (IF EXECUTED FOR ERSHIP, AU. MUST SIGN.) TIM (TYPED OR PROMO) Bank of America, N. A., as Administrative Agent . d vr . Vice President ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition SDNY_GM_O2761483 L (11 0 0 00 0 X ;3a a 24 0 a pO SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248405 EFTA01331923 141.5fric V HONV 1)10 A113 V NON ViN0 CS it PM 1st 1111 600t 88 NOI1V 8151038 Id V tIDHIV • V Vi 1411M 03113 SDNY_GM_02761484 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248406 EFTA01331924 AGENCY DISPLAY OF ESTIMATED BURDEN The Federal Annum Admen(ranee oda:ince thine scents burden for Si. report h.5 boor per rayons. Vote may submit gay connects reentrant the smarmy of an burden estimate er any sugtestIons for ttdmIng Sr hordes so nit Mkt of Maaarmenc and Budget (OM fl) Too wry .he tend comments to Ike Peden I Miblielk Adaitilltntlien. Ana., Registry. P.O. Bot 23501. Oldaleeena CHB OK 73125-0504 AtItabiln: CAM number II/04042 U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION Aircraft Registration Branch P.O. Box 25504 Oklahoma Clty,OK 731234504 CERTIFICATE OF REPOSSESSION OF ENCUMBERED AIRCRAFT (Fractional Interest) Aircraft Manufacturer and Model Ravthoon Aircraft Company. 400A Aircraft serial number RK•244 FAA registration number N79 TA bra At4CIW Samair, Inc. ("Debtor") entered into a Promissory Note ("Note'), dated January 14, 2002, in favor of RACC, in connection with the financing of the acquisition of a 6.25% fractional interest in the following: that certain Raytheon Aircraft Company model 400A aircraft bearing manufactures serial number RK-244, United States Registration No. N493LX (formerly N793TA), and two (2) Pratt & Whitney Canada model JT15D-5 (described as PRATT & WFIITNEY CANADA model 3T150 SERIES on the International Registry drop down menu) aircraft engines (which engines have 550 or more rated takeoff horsepower or the equivalent thereof) bearing manufacturer's serial number PCE•JA0256 and PCE-JA0257 (described as 1A0256 and JA0257 on the International Registry drop down menu) (collectively the "Interest"). Debtor executed that certain Security Agreement (as assigned and set forth below, the "Security Agreement"), dated January 14, 2002 covering the Interest, in favor of RACC to secure payment of the indebtedness of the Note, assigned by RACC to Raytheon Aircraft Receivables Corporation ("RARC, by the FAA Assignment dated January 15, 2002, and further assigned by RARC to Bank of America, National Association as Administrative Agent by the FAA Assignment dated January IS. 2002, collectively recorded by the Federal Aviation Administration on March 6, 2002 as Conveyance No. S118267. Pursuant to FAA Assignment dated September 22, 2003, the Security Agreement was assigned by Bank of America, N.A., as administrative agent under the Fourth Amended and Restated Purchase and Sale Agreement to RARC, further assigned to General Aviation Receivables Corporation ("GARC"), and further assigned to Bank of America. N.A., as administrative agent (the 'Agent" under the Fifth Amended and Restated Purchase and Sale Agreement, dated as of September I, 2003, recorded by the FAA on September 29, 2003. as Conveyance No. R062972. On or about May 21, 2009. Debtor breached its obligations under the Note and Security Agreement, as assigned. On or about June IS, 2009, Agent foreclosed on the security interest granted by the Security Agreement and repossessed the Interest in accordance with applicable laws. Agent has performed all obligations imposed on the secured party under the Security Agreement and applicable local laws. The undersigned cenifies that, in accordance with the terms of said Security Agreement. and pursuant to the pertinent laws of the State of Kansas, Agent divested the Debtor, and any and all persons claiming by, through or under Debtor, of any and all title they had or may have had in the Interest and that Agent now owns the Interest. NOTE: If the agreement inoolved was not recorded with the Aircraft Registration Brunch. the original or certified true cm should accoropxn this rem ro.,te of repocresuon. Vice-President Tide Q. Date/ It\I ?coy 091971356165 $15.00 07/16/2009 B SDNY_GM_027614135 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 8 t O 3 a 8 • 8 a • EFTA_00248407 EFTA01331925 VHOW.V 1 WO All3 Vii0H VINO 29 T. IJcI 91 -ifir 6002 ?la N011 I/ 7115103d 14 V tQiI/V V VA HIM 03113 SDNY_GM_02761486 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248408 EFTA01331926 DOCUMENT LEVEL ANNOTATIONS FOR DOCUMENT ARE001149633 SEE DEC CONY N 5118267, CO18, PG 1, ET AL SDNY_GM_02761487 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248409 EFTA01331927 SDNY_GM_02761488 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248410 EFTA01331928 I hereby certify this Issttutt exact c ot e eati/ re na e e cetSC. LOAN (For use on deals drawn under the September 1, 2003, Agreement) FAA RELEASE Raytheon Aircraft Company Model 400A Manufacturer's Serial No. RK-244 Registration No._ N493LX Engine Make and Model Pratt JI15D Engine Serial Nos. pre-„w12% a PCP4A0257 Propeller Make and Model N/A_ Propeller Serial Nos. N/A The undersigned, assignee of the interest of Raytheon Aircraft Credit Corporation, Secured Party under the Security Agreement dated January 14 2002 , with Snmair • Inc. as Debtor, recorded by the Federal Aviation Administration on march 4, 7nn? , , as Conveyance No. S118267* ,which Security Agreement was assigned to the undersigned pursuant to the FAA Assignment dated as of capromhar 99 , 2003 recorded by the FAA on September 79, 200% es Conveyance No. nneoe72 , hereby releases all of its interest in the collateral covered by said Security Agreement. Dated this 114 day of hi y , 2009 *and assigned by Raytheon Aircraft Credit BANK OF AMERICA, NATIONAL ASSOCIATION Corporation to Raytheon Aircraft Receivables As ArminvRA Corporation' by FAA Assignment dated S TIVE AGENT . , 1/14/02, further assigned to Bank of America , National Association as Adminstrative By: Agent, collectively recorded by the FM on 3/6/2002 as Conveyance No. S118267.." Kathleen M. Carry,'V e President BA018,0 .ne unotrstgr.cd as;tguors hereby iclease ill of lb-air-interest, if any, in-the collateral covered by the Security Agreement described above. Dated this 14_ day of July , 2009 . Raytheon Aircraft Raytheon Aircraft General Aviation Receilles Co ration Credi4o4oration e Reeeivi bles.Cciornon By: flat/ et4 Wald/ By: ///1/ 144.) By: Name: David A. Williams Name: David A. Wi Mares Name:Stalls:as Title: Vice President - Title: Virtiz 1:1-41i dent - Title: General Counsel General Counsel This Release shall consist of this one page only, .with no schedules, appendices or similar attachments attached hereto. 0 0 0 0 0 3 0 0 0 O O N vira Prost dent - General Counsel and CerilbfAiicaa Ncasession filed iJttPloq by Rank of America, N.A. As Admin. SDNY_GM_02761489 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248411 EFTA01331929 .V14011V1510 A113 V1-10Wil)10 vis T taa 91 1111'600Z H011,11:11549.3B 3/41V YV31-111111 C1311.4 SDNY_GM_02761490 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248412 EFTA01331930 DOCUMENT LEVEL ANNOTATIONS FOR DOCUMENT ARE001149632 ORIG RETD TO IATS SEE REC CONV # S118267, C018, PG 1, ET AL SDNY_GM_02761491 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248413 EFTA01331931 SDNY_GM_02761492 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248414 EFTA01331932 FORM APPROVED Me No. 2120{042 UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION FaCana amallas Aosorionsumoseeks mastoolir minraimiimcza cfl AIRCRAFT REGISTRATION APPLICATION CERT. ISSUE ()ATE UNITED STATES REGISTRATION NUMBER 141 4931X AIRCRAFT MANUFACTURER a EL Raytheon Aircraft ny 400A AIRCRAFT SERIAL No. RK -244 FOR FAA USE ONLY TYPE OF REGISTRATION (Check one box) O 1. Individual O 2. PartnerehiP O 3. Capbaba. *ZI 4. Co-owner Q 5. Govt 0 8. WWI-Caen NAME OF APPLICANT (Person(,) shown on evidence of ownership. If IrKiMclual. give last name. era name. and middle India) 1.) Air Ghislaine, Inc. 6.25% of 100% III Cs. Attachment d ,...frd 5-G -oaf TELEPHONE NUMBER:( ) ADDRESS (Permanent infillin P.O. BOX It used. address also be sham.) kopatiti mi ckghtst Plnelcat Must VIC tr.) (II c/o; 26180 Curtiss-Wight Parkway Number and etneet • Rural Rate: P.O. Box: CITY STATE OH ZIP CODE 44143 Ri C. KILEl Heights 0 CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION! Read the following statement before signing this application. This portion MUST be completed. A Cabo or dishonest answer to any quesbon in this application may be grounds for,punIshment by fine and / or inprisonrnen1 (U.S. Code. The 18. Sec. 1001). CERTIFICATION • CERTIFY: (t) That the above aircraft is owned by the undersigned enitearit. whO IS S citizen (rnCludin0 CaPeratiOna) of the United Stela (For voting MM. ghee name of trustee: ) Or CHECK ONE AS APPROPRIATE: a. 0 A resident Men with pen registration (Form 1-151 or Form 1-551) No b. Ini Anon-citizen corporation organized and doing business under me law* of (Pete) Delaware r d ddddondr-Vaitertindia ran dggedgWilidd sit-rehr= riis iddi ndn' *Mr for un • s (2) That the aircraft is not registered under the laws of any foreign county: and (3) That loge/ evidence of ownership is attached or has been Mad with the Federal Aviation Administration. NOTE: II executed for co-ownership all applicants must sign. Use reverse side II necessary. TYPE OR PRINT NAME ELOW SIGNATURE Rtt SIGNATURE TITLE Executive Vice PresidOWE of Flight Options, LLC 5 -& -oq SIGMA E James P. Miller • TITLE acting as Attorney-In- for Air Ghislaine, Inc. g SIGNATURE TITLE r . I ; DATE NOTE Pending receipt of the Certificate of Aircraft Reglstrellon. the Sash may be operated for e paned not in extern Of 90 dna. during which lime the PINK copy of tits application must be 'Carded In the aintratt AC Form 8050-1 (5/03) (0052-00-628-9007) SDNY_GM_02761493 8 IDa CO it %E. O O co SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248415 EFTA01331933 • VW0HVINO LLIO V1'!?HV1)10 Wd 9 AIJI.1 6002 88 NOLIV/11.S1 4:) ..8 1.4V80131V ("1"3-1IJ SDNY_GM_02761494 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248416 EFTA01331934 ATTACHMENT TO AIRCRAFT REGISTRATION APPLICATION elakci C-(0-09 Reg it: N493LX Model: Raytheon Aircraft Company 400A SINS: RK-244 1.) 2.) 3.) 4.) 5.) 6.) 7.) 8.) 9.) 10.) 11.) 12.) 13.) 14.) 16.) 16.) Name of Applicant: Owning an undivided Interest of: Address: Southeastern Mills, Inc. 12.50% of 100% Shown on Original form hereto Samalr, Inc. 6.26% of 100% Shown on Original form hereto Ascent II, LLC 3.125% of 100% Shown on Original form hereto Prime Time Associates, LLC 6.25% of 100% Shown on Original form hereto Dockery Leasing Corporation 6.25% of 100% Shown on Original form hereto JHPH, LLC 6.25% of 100% Shaw on Original form hereto George H. Davis, Jr. 3.125% of 100% Shown on Original form hereto Emerli Air, LLC 6.25% of 100% Shown on Original form hereto Air Leader, Inc. 3.125% of 100% Shown on Original form hereto Wells Fargo Bank Northwest, N. A. - Trustee 6.25% of 100% Shown on Original form hereto Mountvllle Mills, Inc. 6.25% of 100% Shown on Original form hereto Robert L Emery & Dana M. Emery • Trustees 6.25% of 100% Shown on Original form hereto Two Big Bears, LLC 6.25% of 100% Shown on Original form hereto Parks Aviation, LLC 9.375% of 100% Shown on Original form hereto Daniel 0. Como/III, IV 6.26% of 100% Shown on Original form hereto Signatures: Title: Date: Executive Vice President of Flight Options. LLC Acting as Attorney-in-Fact for 12,34,5,6,7,80,10,11,12,13.14,15.16 By signing MOM, the soprani agrees and OpulateS (I) to the lens. conditions and cerellcation or the AC Tons 80504 Aircraft Registration Appecation.10 which Usif page Is aaached (Pie 'Appecalicrfl. (II) that ell of the Information set forth on the Application is ine and aired as of this date. and (III) the Application may be executed by the co-owners by mewling separate counterpart signature pages. each of which when so executed and delivered shall ten origami NJ! all such counterparts than together comfit,* but one and the same applaten. SDNY_GM_02761495 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248417 EFTA01331935 bh1OlIV7k0 1110 vivotiv7m0 rh r u, • we, ,„„ now owe ;fa mouvuisi.)58 Loup vvd ups Gyn., inv SDNY_GM_02761496 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0024841S EFTA01331936 FORM APPROVED OMB NO. 2120-0042 UNITED STATES OF AMERICA U. t MUM If IIIMIPINTATINIBBIAL AMIN ANANSTRAMII AIRCRAFT BILL OF SALE Not In This Block Do FOR Write FAA USE ONLY FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DES- CRIBED AS FOLLOWS: . UNITED STATES REGISTRATION NUMBER N 493LX AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS (0 TH DAY OF MAY, 2009 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: PURCHASER NAME AND ADDRESS (IF INDIVIDUAL (S), GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL) DANIEL 0. CONWILL, IV 6.25% OF 100% 26180 CURTISS-WRIGHT PARKWAY RICHMOND HEIGHTS, OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS G. IN DAY OF MAY, 2009. SELLER NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) (IN INK) (IF ECUTED FOR C . AU. MUST SIGN.) TITLE (TYPED OR PRINTED) FLIGHT OPTIONS, LLC EXECUTIVE VICE JAMES P. MILLER PRESIDENT ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPORKS OF FAA RECORDING: HOWEVER, MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition 091261339024 $5:00 05K6/2009 SDNY_GM_02761497 S ?IJ O 0 0 1, a • O O 0 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248419 EFTA01331937 VIVOI4V1NO All0 rig ':Hviuo W3INh r ouruildsci2u LIA:61311611: VVd HII9 I'd SDNY_GM_02761498 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248420 EFTA01331938 U.S. Department of Transportation Federal Aviation Administration Date of Issue: May 4, 2009 Flight Standards Service Alf CUM Registration Branch. AFS•760 AIR GHISLAINE INC SOUTHEASTERN MILLS INC ET-AL FuGurr OPTIONS INC 26180 CURTISS WRIGHT PKWY RICHMOND HEIGHTS, OH 44143-1453 HAND DELIVERED TO IATS IN THE PD ROOM P.O. Boa 26604 Oklahoma 73126-0604 Toll Free: WEB Address: T092291 This facsimile must be carried in the Aircraft as a Temporary Certificate of Registration for N493LX RAYTHEON AIRCRAFT COMPANY 400A Serial RK-244 and is valid until Jun 03, 2009. This is not an airworthiness certificate. For airworthiness information, contact the nearest Federal Aviation Administration Flight Standards District Office. for Walter Hinkley Manager, FAA Aircraft Registry, AFS-750 Federal Aviation Administration AFS-750-FAX-4(I005) SDNY_GM_02761499 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0024842 1 EFTA01331939 SDNY_GM_02761500 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248422 EFTA01331940 A p /by> Insured Aircraft Tit e Service, Inc. T S P.O. Box 19527 4848 SW 36ti Steel Oklahoma City, Ok 73144 Oklahoma City, Ok 73179 Federal Aviation Administration Date: 54 - Aircraft Registry Gentlemen: Please issue a duplicate certificate on the aircraft herein described: N 4015LX Make ktutilicfy iiircyaft- W. Model qCOA Sibt RK-A44 to the present registered owner: eptiovi6, at- • Certificate has been lost in mail or " Customer has misplaced the certificate • s• 'Please issue a Flying Time Wire for this aircraft to Insured Aircraft Title Service, In in the Public Documents room. Thank you, By: Documentation Specialist RO I Return Certificate stration to 1.A. •s 091241402408 $2.00 05/04/2009 Return Certificate of Registration to LA ES F. F. 0 a 8 O SDNY_GM_02761501 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248423 EFTA01331941 Vil0ilV1)10 All0 VW0HV1 0' LW h AUW PAZ US NO11411SItill 1083111V VU HIIA 03111 SDNY_GM_02761502 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248424 EFTA01331942 FORM APPROVED OMB No. 21209042 UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION FEDERAL AVINTION normisrmumcomem Y01/tor re AERONAUTICAL cO(T AIRCRAFT REGISTRATION APPLICATION CERT. ISSUE DATE • UNITED STATES N REGISTRATION NUMBER 493LX AIRCRAFT MANUFACTURER • MOOEL Raytheon Aircraft Coupany 400A AIRCRAFT SERIAL No. RK -244 FOR FAA USE ONLY TYPE OF REGISTRATION (Check ono box) 44°" -Citinn O 1. Individual O 2. Partnerehlp 0 3. Corporation gl 4. Co-owner O 5. (3.3v1.. 0 8. cwo NAME OF APPLICANT "diem shown on evidence of ownership. II Individual. give last name. firsEntime. and Middle MOON) 1.) Air Ghislaine, Inc. 6.25% of 100% • . (See Attachment 6-tau( 5 --/ --0 q ) TELEPHONE NUMBER: ( ) ADDRESS ereerent rre Is maillysiess fer Opti on first wen:ant )iii P.O. SOX used. physical address meat also be shown.) light s, Number and street 26180 Curtiss-Wright Parkway Rural Routs: P.O. Sac CITY Richmond Heights STATE OH ZIP CODE 44143 C3 CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTIONt Read the following statement before signing this application. This portion MUST be completed. A false or dishonest answer to any question in this application mei be grounds TOT punishment by Tine end / Or imprisonment (U.S. Coda Title 10. Sec. 1001). CERTIFICATION • CERTIFY: (t) That the above aircraft is owned by the undersigned applicant who is a citizen (including corporations) of the United States. (For voting trust. give name of trustee: ) Or' CHECK ONE AS APPROPRIATE: a. O A resident alien. with Mien registration (Fenn 1-151 or Form I-551) No b. KJ A non-citizen corporation organized and doing business under the laws of (Male) De) aware_ and said amon tittod Y.. St .715141.42rtitt for Inspection at KIClitUtlU (2) That the itheraft is not registered under the laws of any for and (3) That legal evidence of ownership is attached or has been filed with the Federal Aviation Administration. NOTE: II executed for co-ownership all applicants must sign. Use reverse side if necessary. TYPE OR PRINT NAME SIGNATURE EACH PA OF NS APPUCADON MUST BE SIGNED IN INK. SIGNATURE TITLE Executive Vice Presigedt" of Flight Options, Lit 6---/ - 6/ sl E • James P. Miller .for umeacting as Attorney-In— Air Ghislaine, Inc. SIGNATURE TITLE DATE NOTE Penang Certificate AiNfall IMOIStrellon. the Sarah may be er a not In excess ol 90 facet* of the Of eperated period days during which tine the PINK COIN Of the OPPOCation must be owned In ens Windt AC Form 80504 (5/03) (0052-004284007) SDNY_GM_02761503 O 3 co O tp SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248425 EFTA01331943 VW0i1V1)40 A110 V44r,HViN0 ell T Lid I HU 6002 NOIIVILLSII:i.A.1.3111i9IJIV VVJ 0311.4 SDNY_GM_02761504 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248426 EFTA01331944 ATTACHMENT TO AIRCRAFT REGISJRATION APPLICATION da,k I-0 Reg I N493LX Model: Raytheon Aircraft Company 400A SAW RK-244 1.) 2.) 3.) 4.) 5.) 6.) 7.) 8.) 9.) 10.) 11.) 12.) 13.) 14.) 16.) 16.) Name of Applicant: Owning an undivided Interest of: Address: Southeastern Mills, Inc. 12.60% of 100% Shown on Original form hereto Samair, Inc. 6.26% of 100% Shown on Original form hereto Ascent II, LLC 3.126% of 100% Shown on Original form hereto Prime Time Associates, LLC 6.26% of 100% Shown on Original form hereto Dockery Leasing Corporation 6.25% of 100% Shown on Original form hereto JHPH, LLC 6.26% of 100% Shown on Original form hereto George H. Davis, Jr. 3.125% of 100% Shown on Original form hereto Emerll Alr, LLC 6.25% of 100% Shown on Original form hereto Air Leader, Inc. 3.125% of 100% Shown on Original form hereto Wells Fargo Bank Northwest, N. A. - Trustee 8.26% of 100% Shown on Original form hereto Mountville Mills, Inc. 6.26% of 100% Shown on Original form hereto Robert L Emery & Dana M. Emery - Trustees 6.25% of 100% Shown on Origins form hereto Two Big Bears, LLC 6.25% of 100% Shown on Original form hereto Parks Aviation, LLC 9.376% of 100% Shown on Original form hereto Flight Options, LW 6.25% of 100% Shown on Original form hereto Signatures: Date: Executive Vice President of Flight Options. LLC Acting as Attorney-in-Fact for #2,3,4.5.6,7,8.9,10,11,12,13,14,15 Executive Vice President of Flight Options, LW for 816 5-froq By signing above. the applicant agrees and salpulates (I) to the team conditions and se/Visalia, of the AC Form 8050-1 Myatt Registration Appacation. to which this page is attached (the 'Application, (II) that al of the InformatIco set forth on the Appicelion Ls Kw and stirred asilithis date, and (III) the Application may be executed by the co-owners by coreartOg separate counterpart signature pages, each ci which when so executed and delivered shal be an original. but en such counterparts shall together consatuto but one and the same appicaton. SDNY_GM_02761505 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248427 EFTA01331945 VW/JIVING A113 VPIOFIV1Y0 Wd I MU NU NOUVILLSIVA liVtIONIV VV4 HILY 03113 SDNY_GM_02761506 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248428 EFTA01331946 FORM APPROVED UNITED STATES OF AMERICA IL S. MEW If =MITA= MAL AMAMI PJAMBITRAIlM AIRCRAFT BILL OF SALE Vinte In MN Block Do FOR FAA USE ONLY FOR AND IN CONSIDERATION OF $1.00 ove THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DES- CRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N 493LX AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS liSt- DAY OF eYk ., 2009 HEREBY SELL, GRANT, T NSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: PURCHASER NAME AND ADDRESS (IF INONIDUAL ($). GIVE LAST NAME. FIRST NAME, AND MIDDLE INITIAL.) AIR GHISLAINE, INC. 6.25% OF 100% 26180 CURTISS-WRIGHT PARKWAY RICHMOND HEIGHTS, OH 44 I 43 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS JBrDAY OF ., 2009 SELLER NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) ON INK) I XECUTED FOR CO- P, ALL MUST SIGN.) TITLE (TYPED OR PRINTED) FLIGHT OPTIONS, LLC EXECUTIVE VICE JAMES P. MILLER PRESIDENT ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VAUDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (9192) (NSN 0052-00-629-0003) Supersedes Previous Edition D91211427538 $5.00 05/01/2009 99424442,7098- (1544/20419-er--- SDNY_GM_02761507 00 N 0 • 0 0 a 1,1 0 0 DT SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248429 EFTA01331947 bW01ittblO Alto VWOHII1Y0 Oh I bid I An) $803 80 NOI1V8ISIL'ati 14V8018V VV,1 H111. (13113 SDNY_GM_02761508 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248430 EFTA01331948 FORM APPROVED OMB No. 2120-0042 UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION ireaanat. aVtalkzet AtelealITROCTIOS.OSE iscondaT eastelmatinCAL CORD AIRCRAFT REGISTRATION APPLICATION CERT. ISSUE DATE • UNITED STATES REGISTRATION NUMBER N 4931 X AIRCRAFT MANUFACTURER & MODEL Raytheon Aircraft Company 400A AIRCRAFT SERIAL No. RK -244 FOR FAA USE ONLY TYPE OF REGISTRATION (Check ono boa) Non-Cft 0 1. Individual 0 2. Partnership 0 3. Corporation r44. CO-Owner O 5. Govt. O 8. who APPLICANT II individual. Ia name, first name. sad middle initial.) NAME OF (Person(s) shown on evidence of ownership. give Ili 15.) Flight Options, LLC 12.50% of 100% CSee Attachment ck aka 1-1--/—LICO TELEPHONE NUMBER: ( ) for listed.) is must be ADDRESS (Permanent mailing address first ',ascent (If P.O. BOX used. physical address also shown.) Flight Options, LLC 26180 Curtiss-Wright Parkway Number and street Rural Route: P.O. Box: CITY Richmond Heights STATE OH ZIP CODE 44143 0 CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION, Read the following statement before signing this application. This portion MUST be completed. A Mee or OenOnes, &newer to any question in this application may be grounds to, puniennlenl by line and r or IntraleOilman' (U.S. Code. Title le, Sec 1001). CERTIFICATION • CERTIFY: (I) That the above aintren is owned by the undefined sopmean, who is a citizen (including corporations) of the tented Stales. (Foe voting bust give name of trustee: ) or' CHECK ONE AS APPROPRIATE: 5- 0 A resident alien. wah Olen registration (Form 1.151 or Fenn 1-551) NO. b. 0 A noncitizen oarporation organized and doing business under the lows of (slate) and said aircraft is based and primarily used in the United Select ROMS or far hour, ale available. for Inspection at (2) That the aircraft is not registered under the laws of any foreign country; and (3) That legal evidence of ownership is attached or has been filed with the Federal Aviation Adreinishaeon. NOTE: if executed for co-ownership all applicants must sign. Use reverse side If necessary. TYPE OR PRINT NA LOW SIGNATURE gi 6 g 1 1 g SIGNATURE SiGNATU , TITLE Exec E utive Vice President of Flight Options, LLC 4 —7—cci RE James P. Miller TITLE DATE TITLE DATE NOTE Pending I *CAW of the Certificate of Aircraft FlOgiStriltlen, the aircraft may be operated for a period not in excess of 90 days, during 'ASCII time the PINK Copy of this OPPliordien mull be earned in the Worn. AC FORT 8050-1 (503) (0052-00-628-9007) SDNY_GM_02761509 D a UI O co SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA (X)248431 EFTA01331949 • VINOI:V1N0 .).1.19 VW" 4V1)I0 OS i. Wd L )3813 6042 1.4vksotaw \fv 119y 11-3-I13 SDNY_GM_02761510 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248432 EFTA01331950 ATTACHMENT TO AIRCRAFT (tEGISTRAVON APPLICATION aa.ted 4_1_O1 Reg t N493UC Model: Raytheon Aircraft Company 400A S/NR: RK-244 1.) 2.) 3.) 4.) 6.) 6.) 7.) 8.) 9.) 10.) 11.) 12.) 13.) 14.) 15.) 16.) Name of Applicant: Southeastern Mills, Inc. Owning an undivided Interest of: 12.50% of 100% Address: Shown on Original form hereto Samalr, Inc. 6.26% of 100% Shown on Original form hereto Ascent II, LLC 3.126% of 100% Shown on Original form hereto Prime Time Associates, LLC 6.26% of 100% Shown on Original form hereto Dockery Leasing Corporation 6.26% of 100% Shown on Original form hereto JHPH, LLC 6.26% of 100% Shown on Original form hereto George H. Davis, Jr. 3.126% of 100% Shown on Original form hereto Emerll Air, LLC 6.25% of 100% Shown on Original form hereto Air Leader, Inc. 3.126% of 100% Shown on Original form hereto Wells Fargo Bank Northwest, N. A. - Trustee 6.25% of 100% Shown on Original form hereto Mountville Mills, Inc. 6.26% of 100% Shown on Original form hereto Robert L. Emery 8 Dana M. Emery - Trustees 6.26% of 100% Shown on Original form hereto Two Big Bears, LLC 6.26% of 100% Shown on Original form hereto Parks Aviation, LW 9.375% of 100% Shown on Original form hereto Signatures: Date. Executive Vice President of Flight Options, LLC Acting as Attorney-In-Fact for #1.2,3,4,5.8.7.8,9,10,11,12,13.14 By signing above, tho applicant agrees and stipulates (I) to the teems. conditions and certification of the AC Form 8050-1 moan Registration AppliCabon. to which the pages attached (the *ApplIcaticol, (II) Mal al of the information set forth on the Application is true and burred as of this date. and (III) the Application may be executed by the co-owners by escorting separate counterpart signature pages. each of which when so executed and delivered shall be an original. but all such counterparts than together constitute but one and the same applcallon. SDNY_GM_02761511 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248433 EFTA01331951 V}10,.,11)I0 11(0 HS11)10 OS i Wd z HdU 6001 - -•90W7 , );!: • ..37jj SDNY_GM_02761512 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248434 EFTA01331952 FORM APPROVED OMB NO. 2120-0042 UNITED STATES OF AMERICA U. I WARMER II IIIMMINTAMN REM AIM= IIIIMMTIMIM AIRCRAFT BILL OF SALE Write kcic Do FNot OR FM InTlia USE ONLY FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DES- CRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N 493LX AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS 1 TH DAY OF April ., 2009 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: -- - PURCHASER NAME AND ADDRESS (IF INDIVIDUAL (5), GIVE LAST NAME, FIRST NAME. AND MIDDLE INITIAL.) PARKS AVIATION, LLC 9.375% OF 100% 26180 CURTISS-WRIGHT PARKWAY RICHMOND HEIGHTS, OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 1 1" DAY OF Apni., 2009. SELLER NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) (IN INK) OF ECUTED FOR CO-OW . ALL MUST SIGN.) TITLE (TYPED OR PRINTED) FLIGHT OPTIONS, LLC EXECUTIVE VICE AMES P. MILLER PRESIDENT ACKNOWLEDGEMENT NOT REQUIRED FOR PURPOSES OF FM RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VAUDITY Of THE INSTRUMENT. ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition 090971402484 55.00 04/07/2009 SDNY_GM_02761513 O 0 O k 0 0 121 a C O0 0 0 yn SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248 [truncated]