DS9 Document EFTA01071851

INDEX CONSENT TO LEASE, AIRCRAFT IMPROVEMENT MANAGEMENT AGREEMENT AND AIRCRAFT OPERATING AGREEMENT THIS CONSENT TO LEASE, AIRCRAFT IMPROVEMENT MANAGEMENT AGREEMENT AND AIRCRAFT OPERATING AGREEMENT (this "Consent') is being entered into as of August 31, 2011, by and among RANCE ACQUISITIONS, LLC, acting as an exchange accommodation titleholder (hereinafter referred to as the 'EAT"), WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, not in its individual capacity, but solely as Owner Trustee ("Owner Trustee') AVIONETA HOLDINGS LLC, a Delaware limited liability company ("Avioneta". and together with EAT and Owner Trustee, the 'Customers" and each individually, a "Customer") and BANC OF AMERICA LEASING & CAPITAL, LLC (tender) RECITALS A. Lender and Customers entered into, among other things, a certain Loan and Aircraft Security Agreement (S/N 681) dated as of August 31, 2011 (as amended. amended and restated, modified and/or supplemented from time to time, the "Loan Agreement"), a copy of which is attached hereto as Exhibit A. Pursuant to the Loan Agreement, the Customers granted to Lender a security interest in and to, among other things, a certain Gulfstream Aerospace G-V aircraft bearing manufacturer's serial number 681 and United States Nationality and Registration Number N624N (as described in the Loan Agreement, the "Aircraft"). Capitalized terms not defined in this Consent are defined in the Loan Agreement. B. In connection with the financing provided by Lender under the Loan Agreement, EAT acquired the Aircraft, as an "exchange accommodation titleholder as defined by the regulations and revenue procedures promulgated under Section 1031 of the Internal Revenue Code of 1986, as amended, in order to effect a like-kind exchange within the meaning of said Section 1031 (the "Like-Kind Exchange"). C. In connection with the Like-Kind Exchange, (i) EAT, as lessor ("Lessors) and Owner Trustee, as lessee ("Lessee') are entering into an Aircraft Dry Lease dated as of August 31, 2011 (as amended, amended and restated, modified and/or supplemented from time to time, the "Lease") a copy of which is attached hereto as Exhibit B and (ii) Lessor and Avioneta are entering into an Aircraft Improvement Management Agreement dated as of August 31, 2011 (as amended, amended and restated, modified and/or supplemented from time to time the "Proiect Management Agreement', a copy of which is attached hereto as Exhibit C. Pursuant to the Lease, Lessee intends to lease the Aircraft from Lessor and, pursuant to the Project Management Agreement, Avioneta intends to supervise and manage all work related to the improvements to the Aircraft. D. In addition, Lessee and Avioneta have entered into an Aircraft Operating Agreement (N624N), dated as of August 31, 2011 (as amended, amended and restated, modified and/or supplemented from time to time, the "Operating Agreement"), a copy of which is attached hereto as Exhibit D pursuant to which Lessee grants Avioneta a non-exclusive license to possess, use and operate the Aircraft. D. Customers have asked Lender to consent to the Lease, Operating Agreement and Project Management Agreement, and Lender is willing to provide its consent, subject to the terms and conditions provided below. NOW THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, Lender and Customers agree as follows: 1. Lender's Consent. As long as no Event of Default has occurred and is continuing under the Loan O3089471 5 EFTA01071851 Agreement (including any default under this Consent) and all of Customers' representations and warranties herein and in the Loan Agreement and Lessor's, Lessees and Avioneta's respective representations and warranties in the Lease, Operating Agreement and Aircraft Management Agreement, are true and correct, Lender hereby consents to Lessor entering into the Lease and Project Management Agreement with Lessee and Avioneta, as the case may be. and Lessee entering into the Operating Agreement with Avioneta, all with respect to the Aircraft subject to the provisions of this Consent. 2. Supplemental Provisions. Each of the following agreements by Lessor, Lessee and Avioneta are hereby incorporated into and made a part of the Lease, Operating Agreement and Project Management Agreement (and each such agreement shall supercede any inconsistent provision now or hereafter contained in the Lease, Operating Agreement and Project Management Agreement, as the case may be) and are made for the benefit of, and may be enforced by Lender: (a) Modifications: Waivers. No material provision of the Lease, Operating Agreement or the Project Management Agreement shall be modified or waived if such modification or waiver either causes the Lease, the Operating Agreement or the Project Management Agreement to be inconsistent with the Loan Agreement or this Consent, or impairs Lenders rights under the Loan Agreement or this Consent. (b) Subiect and Subordinate. The rights of any Customer (and any party, person or entity of any kind whatsoever claiming through any Customer) with respect to the Aircraft shall be subject and subordinate in all respects to Lenders rights, title and interests in and to the Aircraft, including, all of its rights and remedies under the Loan Agreement and any other Loan Documents. (c) Primary Hangar: Inspection, The Aircraft shall be principally based at Teterboro Airport, Teterboro, New Jersey. Lender and/or its designee shall have the right, but not the duty, to inspect the Aircraft, any component thereof and/or the Records pursuant to Section 5.3 of the Loan Agreement. (d) No Inconsistent Actions. No Customer will take any action under, or enter into any agreement relating to, the Lease, the Operating Agreement or the Project Management Agreement that conflicts with the Loan Agreement or this Consent. Without limiting the foregoing, the Aircraft shall not be managed, used, chartered, operated, piloted, equipped, maintained, repaired, modified, inspected, serviced, located, leased, subleased, assigned, interchanged, insured, conveyed, encumbered or transferred, or otherwise disposed of, in a manner that is inconsistent with the Loan Agreement or this Consent. (e) No Use Outside U.S. The Aircraft may be flown temporarily to any country in the world, provided that the Aircraft (i) shall at all times be based and predominantly used, operated and located in the continental United States; and (ii) shall not be flown, operated, used or located in, to or over any such country or area (temporarily or otherwise) (A) that is excluded from the Required Coverages (or specifically not covered by such insurance), (B) with which the United States does not maintain favorable diplomatic relations, (C) in any area of recognized or threatened hostilities, (D) to the extent that payment of any claim under the Required Coverages 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 (E) in violation of any of the Loan Documents or any Applicable Standards. Lessee and Avioneta shall adopt, implement and comply with all security measures required by any Applicable Law, or by any Required Coverages, 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. The Aircraft shall not be de- registered from the FAA registry or re-registered in the registry of the aviation authority or other governmental authority of any other nation. (f) Lessee's Representations and Indemnifications. Lender may rely upon the truth and accuracy of all representations and warranties made to Lessor by Lessee in the Lease and by Avioneta in the Project Management Agreement and the Operating Agreement to the same extent and effect as if such representations and warranties had been made directly to and for the benefit of Lender. Lender shall be an express third party beneficiary of any indemnities and disclaimers of condition made in favor 2 /33064471 5 EFTA01071852 of Lessor by Lessee contained in the Lease and by Avioneta in the Project Management Agreement and the Operating Agreement. (g) Interest in Aircraft. Each Customer hereby acknowledges and agrees that: (i) it does not have, and it hereby disclaims, any present or future right, title or interest (other than Lessee's leasehold interest, as and to the extent provided in the Lease subject to the provisions hereof and other than Avioneta's leasehold interest, as and to the extent provided in the Operating Agreement subject to the provisions hereof) in or to the Aircraft, or any engine, auxiliary power unit, or any part thereof, and it will keep all of the same free and clear of Liens attributable to Customers, and (ii) title to any upgrades, modifications, additions, parts, engines, auxiliary power units, avionics, and other equipment, property or software, attached or added to, incorporated into, or otherwise made a part of the Aircraft by Lessee or any service provider or vendor pursuant to the Lease or by Avioneta or any other service provider or vendor pursuant to the Project Management Agreement or Operating Agreement, will vest in Lessor (and a security interest in and Lien on any of the foregoing will also vest in Lender), free and clear of any Liens. Without limiting the generality of the foregoing, or any other term or provision of this Consent, the Customers hereby acknowledge and agree that the Lenders security interest in and Lien on the Aircraft (or any portion thereof or any other collateral) shall remain in full force and effect and senior in all respects to any right, title or interest of any Customer in or to the Aircraft (or any portion thereof or any other collateral), and the Lender's security interest in and Lien on the Aircraft (or any portion thereof or any other collateral) shall not be released, impaired, discharged, waived, diminished, prejudiced or otherwise adversely affected in any way whatsoever (and Lender has not agreed in any way whatsoever to release, impair, discharge, waive, diminish, prejudice or otherwise adversely affect in any way whatsoever Lender's security interest in and Lien on the Aircraft, or any portion thereof or any other collateral), notwithstanding the Lease, the Operating Agreement, the Project Management Agreement or any rights, title or interest of Lessor, Lessee or Avioneta contained therein, in this Consent or otherwise. 3. Customers Remains Liable. Customers agree that they are and shall remain primarily and fully responsible for all of their obligations under the Loan Agreement notwithstanding any provision of the Lease, the Operating Agreement or Project Management Agreement, including, any agreement by Lessee or Avioneta, as the case may be, to perform its obligations thereunder. Without limiting the foregoing, Customers shall remain responsible for (a) obtaining and maintaining all of the insurance coverages required under the Loan Agreement, in strict accordance with the provisions thereof, (b) providing evidence satisfactory to Lender of such insurance as and when such evidence is required under the Loan Agreement; and (c) causing the Aircraft to be managed, used, chartered, operated, piloted, equipped, maintained, repaired, modified, inspected, serviced, located, leased, subleased, assigned, interchanged, insured, conveyed, encumbered, transferred or otherwise disposed of only in a manner that complies with the terms and conditions of the Loan Agreement. 4. Assignment. (a) Collateral Assignment. In consideration of Lender participating in the transactions contemplated in the Loan Agreement (including this Consent) and in order to secure Lessor's full and timely payment and performance of all of its obligations under the Loan Agreement and other Loan Documents (as such term is defined in the Loan Agreement), the Customers hereby assign and grant to Lender a first priority security interest in and Lien on the following collateral (the "Collateral"): (x) all of Lessors right, title and interest in, to and under (i) the Lease the Project Management Agreement (each as may be extended and renewed), including the right to receive any and all payments and other amounts relating thereto, (ii) any and all accounts, payment intangibles and other general intangibles, deposit accounts, chattel paper, and other property or rights relating thereto, including with respect to any insurance policies obtained pursuant to the Lease and the Project Management Agreement, (iii) all proceeds of any and all of the foregoing, and (iv) all books and records relating to any of the foregoing and (y) all of Lessee's right, title and interest in, to and under (i) the Operating Agreement (each as may be extended and renewed), including the right to receive any and all payments and other amounts relating thereto, (ii) any and all accounts, payment intangibles and other general intangibles. deposit accounts, chattel paper, and other property or rights relating thereto, including with respect to any insurance policies obtained pursuant to the Operating Agreement, (iii) all proceeds of any and all of the 3 \33089471 5 EFTA01071853 foregoing, and (iv) all books and records relating to any of the foregoing. (b) Payments to Lender. Customers hereby acknowledge the assignment and grant in Section 4(a) above, and agree that from and after the occurrence and continuation of an Event of Default under the Loan Agreement, all amounts payable to any Customer under the Lease, the Operating Agreement and the Project Management Agreement (the "Additional Proceeds") shall be paid to Lender without regard to any abatement, deduction, set-off, defense, counterclaim, recoupment, claim, right of rescission or termination, deferment or diminution for any reason. Each Customer shall hold in trust and promptly remit to Lender any Additional Proceeds accrued or payable after Lender delivers written notice to Customers of such Event of Default. 5. Lenders Rights Upon Default. Any breach of any representation, warranty or agreement in this Consent, or in any agreement entered into in connection with this Consent, by any Customer shall constitute an immediate Event of Default under the Loan Agreement. Without limiting any term of this Consent or the Loan Agreement, upon the occurrence of any Event of Default under the Loan Agreement (whether or not arising hereunder), Lender shall have the right at its sole election to exercise any and all of the following remedies (a) Lender may exercise all of its rights, powers and remedies under the Loan Agreement, including, without limitation, its right to repossess or demand return of the Aircraft, notwithstanding any rights or interests of any Customer or any other such party may have, and upon any such demand the party then in possession of the Aircraft shall immediately return the Aircraft to Lender; (b) pursuant to Section 4(b), Lender may notify the Customers to make all payments payable to Lessor under the Lease, Operating Agreement and/or Project Management Agreement directly to Lender, and in such event the applicable Customer agrees not to collect any such payments thereafter; (c) Lender may modify, enforce or terminate the Lease, Operating Agreement and/or Project Management Agreement without the consent of any Customer; (d) Lender may exercise remedies against or with respect to the Collateral; and (e) Lender may exercise any other remedy available to it pursuant to Applicable Law. All rights granted hereunder shall be cumulative and not alternative, shall be in addition to and shall in no manner impair or affect Lenders right under the Loan Agreement, or any other agreement, statute or rule of law. Each Customer agrees to cooperate with Lenders exercise of any such rights, powers and remedies, including the return of the Aircraft to Lender upon Lender's demand 6. Indemnity. Without limiting or otherwise prejudicing any Indemnitee's rights under any other provision of this Consent, or the Loan Agreement: each Customer hereby confirms that any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, demands, costs, expenses and disbursements (including, without limitation, legal fees and expenses) of any kind and nature whatsoever ("Indemnified Liabilities") imposed on, incurred by or asserted against Lender and/or its agents. employees, officers, directors, shareholders, subsidiaries, affiliates, successors, and assigns (each, an "Indemnitee") in any way relating to or arising out of this Consent, the Lease, the Operating Agreement the Project Management Agreement or any documents contemplated thereby, or the performance or enforcement of any of the terms hereof or thereof, shall constitute Claims covered by the indemnification provisions set forth in Section 8.2(b) of the Loan Agreement; provided, that the Customers shall have no obligation to indemnify an Indemnitee with respect to Indemnified Liabilities directly arising from the gross negligence or willful misconduct of such Indemnitee (unless if imputed by Applicable Law). If any claim for Indemnified Liabilities is made against any Customer or an Indemnitee, the party receiving notice of such claim for Indemnified Liabilities shall promptly notify the others, but the failure of the party receiving notice to so notify the others shall not relieve such Customer of any obligation hereunder. 7. DISCLAIMER. LENDER SHALL NOT BE DEEMED TO HAVE MADE, AND HEREBY DISCLAIMS, ANY REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, AS TO THE AIRCRAFT, INCLUDING ANY ENGINE, APU, PART OR RECORD, OR ANY MATTER WHATSOEVER, INCLUDING, THE AIRCRAFT'S DESIGN, CONDITION, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, TITLE, ABSENCE OF ANY PATENT, TRADEMARK OR COPYRIGHT INFRINGEMENT OR LATENT DEFECT (WHETHER OR NOT DISCOVERABLE BY ANY CUSTOMER OR ANY OTHER PERSON), COMPLIANCE OF THE AIRCRAFT WITH ANY APPLICABLE LAW, CONFORMITY OF THE AIRCRAFT TO THE PROVISIONS AND SPECIFICATIONS OF ANY PURCHASE DOCUMENT OR TO THE DESCRIPTION SET FORTH IN THE LOAN AGREEMENT OR IN ANY OTHER 4 030894715 EFTA01071854 DOCUMENT OR AGREEMENT, OR ANY INTERFERENCE OR INFRINGEMENT, OR ARISING FROM ANY COURSE OF DEALING OR USAGE OF TRADE, NOR SHALL LENDER BE UABLE, FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR FOR STRICT OR ABSOLUTE LIABILITY IN TORT; AND EACH CUSTOMER HEREBY WAIVES ANY CLAIMS ARISING OUT OF ANY OF THE FOREGOING. 8. Further Assurances. Notices; Power of Attorney. (a) Further Assurances. Each of the Customers agrees that it will promptly take such actions and execute and deliver or cause to be executed and delivered or otherwise consent to any and all further instruments and documents as Lender may reasonably request from time to time consistent with the purposes of this Consent. Each of the Customers hereby authorizes Lender to complete and file any financing statements Lender deem desirable in order to perfect its security interest in the Collateral and/or, if Lender so desires, file this Consent, with an executed counterpart of the Lease and Operating Agreement with the Federal Aviation Administration ("EM"). (b) Notices. All communications and notices provided for herein shall be in writing and shall become effective (i) upon hand delivery, (ii) upon delivery by an overnight delivery service, (iii) upon two (2) business days after being deposited in the U.S. mail with proper postage for first-class mail prepaid, sent by registered or certified mail, return receipt requested, and addressed to Lender or any Customer, as applicable, at their respective addresses set forth under the signatures hereto or such other address as any party hereto 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. (c) Power of Attorney. Each Customer acknowledges and agrees that Lender may exercise its power of attorney granted under the Loan Agreement as and when Lender deems necessary or appropriate to carry out the intent of this Consent. Without limiting the foregoing, each Customer hereby further agrees that Lender may endorse any Customer's name on any checks, notes, drafts or any other payments or instruments relating to any of the Loan Agreement, the Lease, the Operating Agreement, the Project Management Agreement and/or the Aircraft. 9. No Assumption. Nothing in this Consent shall constitute (a) an assumption by Lender of any responsibility for the performance by any Customer under, or any liability arising in connection with, any of the Lease, the Operating Agreement, the Project Management Agreement and/or the Aircraft or (b) a waiver or limitation of any of Lender's rights or remedies, or any Customers obligations, under any of the Loan Agreement, the Lease, the Operating Agreement and/or the Project Management Agreement. 10. Miscellaneous. (a) Governing Law: Binding Effect. This Consent shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to its conflict of laws rules and shall be binding upon each of Lender and the Customers and their respective successors and assigns and shall inure to the benefit of Lender and its successors and assigns. Each Customer hereby irrevocably consents and agrees that any legal action, suit or proceeding arising out of or in any way in connection with this Consent may be instituted or brought in the courts of the State of New York or the United States Courts for the Southern District of New York, as Lender may elect or in any other state or Federal Court as Lender shall deem appropriate. EACH CUSTOMER ALSO HEREBY KNOWINGLY AND FREELY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY LITIGATION ARISING HEREFROM OR IN RELATION HERETO. All of Lenders rights and privileges contained herein, and all indemnities, shall survive the expiration or other termination of the Lease, the Operating Agreement, the Project Management Agreement, any charter agreement or this Consent. (b) Representations. Customers hereby represent, warrant and agree that: (i) Each of this Consent, the Lease, the Operating Agreement, the Project Management Agreement and any related document entered into by any Customer, has been duly authorized, executed and delivered by such party 5 X33089471 5 EFTA01071855 and constitutes the legal, valid, binding agreement of such party, enforceable against them in accordance with its terms. (ii) Each of Lessee and Avioneta currently has, and will maintain throughout the term of the Lease and the Operating Agreement, as applicable, all licenses, registrations or other authorizations required by the FAA, the Department of Transportation or other Applicable Law, to operate the Aircraft as contemplated under the Lease, and the Operating Agreement, as applicable, this Consent and the Loan Agreement and to perform all of its obligations thereunder and hereunder. (iii) Except for truth-in-leasing purposes, neither the Lease nor the Operating Agreement shall be filed with the FAA, nor shall any International Interest with respect thereto be registered with the International Registry, without the prior written consent of Lender. (iv) Customers shall not permit the Aircraft to be operated in such a manner or for such purposes as would require the Aircraft to be operated under Part 135 of the FARs except by a Manager party to an appropriate Operating Consent. (vii) The Aircraft shall not be used for any pilot training activities, and shall at all times comply with all Applicable Laws with respect to its performance and compliance with the Lease and the Operating Agreement. (viii) Avioneta shall at all times maintain "operational control," (as defined in the FARs) of the Aircraft pursuant to the terms of the Loan Agreement, this Consent and the Operating Agreement, as the case may be. (c) Entire Agreement; Modifications, Etc. This Consent, the Loan Agreement and the other Loan Documents contain the entire agreement among the parties hereto regarding the subject matter hereof and completely and fully supercede all other prior agreements, both written and oral, among the parties relating to the subject matter of this Consent. Any agreements, acknowledgments, indemnifications, representations and warranties in this Consent by any Customer in favor of Lender shall be deemed to supplement and be a part of the Loan Agreement (and will constitute one of the 'Loan Documents'), but the Loan Agreement shall otherwise remain unmodified and in full force and effect. This Consent shall not be modified, altered, amended or waived in whole or in part except in writing duly signed by each party. Any waiver shall be effective only in the specific instance and for the specific purpose for which it is given. No failure to exercise, or delay in exercising, any right hereunder shall operate as a waiver of such right; nor shall any failure to exercise, or partial exercise of, any right under this Consent preclude any other or further exercise of such right or the exercise of any other right. If any provision in this Consent or any part of such provision is held invalid or unenforceable, such invalidity or unenforceability shall not affect or impair the validity or the enforceability of the remaining provisions, or any part thereof, of this Consent, which shall remain in full force and effect. This Consent may be executed in any number of counterparts, all of which when taken together shall constitute but a single instrument. The headings in this Consent are for convenience only and shall not limit or otherwise affect any of the terms hereof. (d) Loan Agreement Remains in Effect; Conflicts. In the event that any term or provision of this Consent conflicts with any terms or provision in the Lease, the Operating Agreement or the Project Management Agreement or any document or instrument delivered in connection herewith or therewith, the terms and provisions of this Consent shall control. In the event, however, that any term or provision of this Consent conflicts with any terms or provision of the Loan Documents, the terms and provisions of the Loan Agreement and the other Loan Documents shall control. (SIGNATURES ON NEXT PAGE) 6 ‘33089471 5 EFTA01071856 IN WITNESS WHEREOF, the parties hereto have caused this Consent to be executed by their respective duly authorized representatives as of the date first above written. BANC OF AMERICA LEASING & CAPITAL, LLC, Lender By: Name: Title: Notice Address: 7 A. DoodeY/ Vine President One Financial Plaza, 5th Floor Providence, Rhode Island 02903 ft Operations RANCE ACQUISITIONS, LLC, as EAT, a Customer and Lessor By: TVPEAT, Inc. Its: Managing Member By: Name: Jeffrey Towers Title: Vice President Notice Address: do TVPX 1031 Exchange Co. 9 Damonmill Square. Suite 3A2 Concord, MA 01742-2894 INS AVIONETA HOLDINGS LLC, a Customer By: Name: John J. Hannan Title: President and a Member Notice Address: do Apollo Management, L.P. 9 W. 57° Street, 43° Floor New York, NY 10019 WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, not in its individual capacity, but solely as Owner Trustee, a Customer and Lessee By: Name: Scott Rosevear Title: Vice President Notice Address: 299 South Main Street MAC U1228-120 Salt Lake City, UT 84111 Consent to Lease Signature Page EFTA01071857 IN WITNESS WHEREOF, the parties hereto have caused this Consent to be executed by their respective duly authorized representatives as of the date first above written. BANC OF AMERICA LEASING & CAPITAL, AVIONETA HOLDINGS LLC, a Customer LLC, Lender By: Name: Title: Notice Address: One Financial Plaza, 5th Floor Providence, Rhode Island 02903 jl ft Operations RANCE ACQUISITIONS, LLC, as EAT, a Customer and Lessor By: TVPEAT, Inc. Its: Managing Member By: Name: Jeffrey Towers Title: Vice President Notice Address: do TVPX 1031 Exchange Co. 9 Damonmill Square, Suite 3A2 Concord, MA 01742-2894 By: Nam John J. Till Preside Notice Address: do Apollo Management, L.P. 9 W. 57th Street, 43gl Floor New York, NY 10019 NSW WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, not in its individual capacity, but solely as Owner Trustee, a Customer and Lessee By: Name: Scott Rosevear Title: Vice President Notice Address: 299 South Main Street MAC U1228-120 Salt Lake City, UT 84111 "ces Consent to Lease Signature Page EFTA01071858 IN WITNESS WHEREOF, the parties hereto have caused this Consent to be executed by their respective duly authorized representatives as of the date first above written. BANC OF AMERICA LEASING & CAPITAL, AVIONETA HOLDINGS LLC, a Customer LLC, Lender By: Name: Title: Notice Address: One Financial Plaza, 5th Floor Providence, Rhode Island 02903 ft Operations RANCE ACQUISITIONS, LLC, as EAT, a Customer and Lessor By: TVPEAT, Inc. Its: Managing Member By: Name: Towers Title: Vice President Notice Address: do TVPX 1031 Exchange Co. 9 Damonmill Square, Suite 3A2 Concord, MA 01742-2894 Mir By: Name: John J. Hannan Title: President and a Member Notice Address: do Apollo Management, L.P 9 W. 57th Street, 43n0 Floor New York, NY 10019 WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, not in its individual capacity, but solely as Owner Trustee, a Customer and Lessee By: Name: Scott Rosevear Title: Vice President Notice Address: 299 South Main Street MAC U1228-120 Salt Lake City, UT 84111 Consent to Lease Signature Page EFTA01071859 IN WITNESS WHEREOF, the parties hereto have caused this Consent to be executed by their respective duly authorized representatives as of the date first above written. BANC OF AMERICA LEASING & CAPITAL, LLC, Lender By: Name: Title: Notice Address: One Financial Plaza, 5th Floor Providence, Rhode Island 02903 ft Operations RANCE ACQUISITIONS, LLC, as EAT, a Customer and Lessor By: TVPEAT, Inc. Its: Managing Member By: Name: Jeffrey Towers Title: Vice President Notice Address: do TVPX 1031 Exchange Co. 9 Damonmill Square, Suite 3A2 Concord, MA 01742-2894 Mit AVIONETA HOLDINGS LLC, a Customer By: Name: John J. Hannan Title: President and a Member Notice Address: do Apollo Management, L.P. 9 W. 57V1 Street, 43r0 Floor New York, NY 10019 WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, not in its individual capacity, but sole Owner Trustee, a Customer and L Notice Address: 299 South Main Street MAC U1228-120 Salt Lake City, UT 84111 Consent to Lease Signature Page EFTA01071860 EXHIBIT A LOAN AGREEMENT 1:i.S, 41- 1 • EFTA01071861 LOAN AND AIRCRAFT SECURITY AGREEMENT (SIN 681) THIS LOAN AND AIRCRAFT SECURITY AGREEMENT (SIN 681) (together with all Addenda, Riders and Annexes hereto, this "Agreement) is dated as of August 31, 2011 (the "Closing Date"), by and among RANCE ACQUISITIONS, LLC, acting as an exchange accommodation titleholder (hereinafter referred to as the 'EAT"), WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, not in its individual capacity, but solely as Owner Trustee ("Owner Trustee"), AVIONETA HOLDINGS LLC, a Delaware limited liability company ("Avioneta"; and together with EAT and Owner Trustee, the "Customers" and each individually, a "Customer) and BANC OF AMERICA LEASING & CAPITAL, LLC ("Lender). In consideration of the mutual agreements contained herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows: RECITALS A. Capitalized and certain other 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. B. Avioneta is a party to an Aircraft Purchase and Sale Agreement dated August 4, 2011 (the "Purchase Agreement), with ITT Corporation ("Seller) with respect to the Aircraft. Pursuant to an Assignment of Aircraft Purchase and Sale Agreement dated as of August 31, 2011. between Avioneta and EAT, Avioneta has assigned its rights and obligations under the Purchase Agreement to EAT, and EAT will be acquiring the Aircraft, as an "exchange accommodation titleholder as defined by the regulations and revenue procedures promulgated under Section 1031 of the Internal Revenue Code of 1986, as amended, in order to effect a like-kind exchange within the meaning of said Section 1031 (the "Like-Kind Exchange"). C. Avioneta and Owner Trustee have entered into a Trust Agreement, pursuant to which Avioneta created a trust in order for the Owner Trustee to, on and after the Exchange Completion Date, hold, protect and conserve the Aircraft or the membership interests in the EAT until such time as Avioneta directs the Owner Trustee to distribute the Aircraft in accordance with its written instructions (but subject in all respects to the provisions of this Agreement and the other Loan Documents), and Owner Trustee has accepted the trust as therein provided. D. At the request of Avioneta and Guarantor, Lender is entering into this Agreement with Customers to finance the purchase by EAT of the Aircraft in order to facilitate the Like-Kind Exchange and to finance certain refurbishments and upgrades to the Aircraft. Contemporaneously herewith, Owner Trustee is leasing the Aircraft from EAT pursuant to the Aircraft Lease. E. Avioneta is the trustor of Appollo 2003-1 Trust, the sole member of Avioneta LLC (the "Existing Owner) which is the owner of a 1998 Gulfstream IV aircraft bearing FAA Registration Mark N12NZ and manufacturers serial number 1376 (the "Existing Aircraft). To complete the Like-Kind Exchange, Avioneta intends to instruct Existing Owner to enter into a contract to sell the Existing Aircraft and assign its rights thereunder to a qualified intermediary (as defined in Treasury Regulation 31.1031(k)-1(g)(4))to effect the sale thereof on or before the Exchange Completion Date. F. Immediately after such sale of the Existing Aircraft, to complete the Like-Kind Exchange, the EAT will transfer title to the Aircraft (or the membership interests in the EAT) through Time Value Property Exchange, Inc., the qualified intermediary, to Owner Trustee. G. Whether or not the Like-Kind Exchange is completed on or before the Exchange Completion Date, no later than the Exchange Completion Date, EAT will convey to Owner Trustee, and Owner Trustee will acquire, good and marketable title to either the membership interests in the EAT or the Aircraft and to any and all other Collateral in which EAT has any rights, title or interests, subject to no Liens, except the security interest and other Liens created hereby in favor of Lender. 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, the parties hereto agree as follows: \330376109 EFTA01071862 (LOAN AGREEMENT (S/N 681)) SECTION 1. TERMS OF LOAN. 1.1 Loan and Use of Proceeds. Subject to the terms and conditions of this Agreement, Lender agrees to make a loan to the Customers in the principal amount set forth in Annex B attached hereto and made a part hereof (the "Loan"). Customers shall use the proceeds of the Loan to finance or refinance the costs of the acquisition of the Aircraft. 1.2 Repayment and Prepayment. The Customers' obligations to repay the Loan shall be evidenced by one or more Promissory Notes dated on and/or after the Closing Date, payable by the Customers to the order of Lender in the original principal amount of the Loan (as amended, modified, restated, extended and renewed from time to time, the "Note"). The Loan shall bear interest and be repaid by the Customers at the times and in the manner set forth in the Note. The Loan may be prepaid only in the manner and subject to terms and conditions set forth in the Note and, if applicable, Section 4.7 hereof or the Conversion Rider. SECTION 2. CONDITIONS OF BORROWING. Lenders obligation to make the Loan shall be both subject to and conditioned upon the satisfaction of all of the conditions precedent specified in the Closing Terms • Addendum attached to and made a part of this Agreement. SECTION 3. REPRESENTATIONS AND WARRANTIES. In order to induce Lender to enter into this Agreement and to make the Loan herein provided for, the Customers and (in the instances indicated) each Customer represents, warrants and covenants to Lender that: (a) (i) each Customer (A) 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; (B) has the necessary authority and power to own and operate the Aircraft and its other assets and to transact the business in which it is engaged; (C) is a "citizen of the United States" within the meaning of the Transportation Code; and (D) has the form of business organization set forth in Annex B hereto 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, its federal tax identification number is as set forth in Annex B hereto, and its state-issued organizational identification number (if any), chief executive office and principal place of business address are all as set forth on Annex B hereto; and (ii) its name as shown in the preamble of this Agreement is its exact legal name as shown on its charter, by-laws, articles of organization or operating agreement, as applicable, each as amended as of the Closing Date; (b) (i) each Customers execution and delivery of, and performance of its obligations under and with respect to, each of the Loan Documents (including its borrowing the amounts constituting the Loan, granting the Lenders Lien against the Aircraft and other Collateral and participating in the other transactions contemplated herein and therein), (A) have been duly authorized by all necessary action on the part of such Customer consistent with its form of organization, (B) do not contravene or constitute a default under any Applicable Law, any of such Customer's Organizational Documents, or any agreement, indenture, or other instrument to which such Customer is a party or by which it may be bound, (C) do not require the approval of or notice to (1) any Govemmental Authority, except for the filings and registrations specified in the Closing Terms Addendum, all of which shall have been duly effected prior to or concurrently with Lender making the Loan, or (2) any other party (including any trustees or holders of indebtedness), and (D) will not result in the creation or imposition of any Lien on any of the assets of such Customer (including, in the case of Owner Trustee, the Trust Estate) other than the Lender's Lien created hereby and by the other Loan Documents with respect to the Collateral; (ii) each of the Transaction Documents referenced in the Closing Terms Addendum has been duly executed and delivered by an authorized representative of each of the Transaction Parties, and constitutes the legal, valid and binding obligation of each of the other Transaction Parties thereto, enforceable against each of them in accordance with the respective terms of such Transaction Documents (including, without limitation, the grant of the Lenders Lien); and (iii) without limiting the foregoing, upon Lender's advancing the Loan on the Closing Date, (A) the Customers will have satisfied or complied with all conditions precedent and requirements as set forth in the Loan Documents required to have been satisfied or complied with concurrently with or prior to such advance and (B) no Default or Event of Default shall be then existing; (c) in the case of each Customer, there are no proceedings pending or, so far as the officers, managers, or members of each Customer know, threatened against or affecting such Customer or any of its property before any Govemmental Authority that could impair the EAT's, until any transfer of the Aircraft to 2 133037610.9 EFTA01071863 (LOAN AGREEMENT (SIN 681)) Owner Trustee (the 'EAT Aircraft Transfer), and thereafter, Owner Trustee's title to the Aircraft or any of the other Collateral, or that, if decided adversely, could materially affect the financial condition or operations of such Customer or its ability to perform its obligations under any of the Loan Documents; (d) (i) Avioneta is the sole Trustor under the Trust Agreement (ii) prior to any EAT Aircraft Transfer, EAT has, and shall continue to have, good and marketable title to the Collateral, free and clear of Liens, except Permitted Liens (iii) after any EAT Aircraft Transfer, Owner Trustee will have good and marketable title to the Collateral, free and clear of Liens, except Permitted Liens; (iv) the Lender's Lien in the Airframe, the Engines and the other Collateral is and shall remain validly created and perfected, and has and shall continue to have first priority over any other Liens pursuant to all Applicable Laws; and (v) all filings, recordings, registrations or other actions necessary or desirable in order to vest such title in the EAT or Owner Trustee, as applicable, and establish, perfect and give first priority to Lender's Lien and other rights and interests in, against or with respect to the Collateral, have been duly effected, and all Impositions in connection therewith have been duly paid; (e) without limiting any of the other representations and warranties in this Agreement, for the purposes of the Cape Town Convention and any other Applicable Law, (i) upon the conclusion of the sale of the Aircraft to EAT (and no later than the Exchange Completion Date, the EAT Aircraft Transfer or 100% of the membership interests in the EAT to Owner Trustee), and EAT's and Owner Trustee's, as applicable, grants and assignments, and (if constituting a lease) any Permitted Third Party Agreement, contemplated in the Loan Documents or other Transaction Documents, the EAT or Owner Trustee, as applicable, and (if a lessee) any Interested Third Party shall be situated in, and the Customers will cause the Aircraft to be duly registered in, the United States of America (which is a contracting state), (ii) with respect to any of the Transaction Documents relating to the Airframe or any Engine, each of the respective parties thereto has power to dispose of the Airframe and Engines, as contemplated therein by way of the relevant Transaction Document, and (iii) the Purchase Documents qualify as a 'contract of sale', and (if constituting a lease) any Permitted Third Party Agreement and the Loan Documents are effective to constitute international interests in the Airframe and Engines and security assignments of the related associated rights and transfer of the related international interests, as contemplated therein, and each such Registerable Interest will be effective against third parties upon registration at the International Registry, without any further filings or registrations (except as contemplated in the Loan Documents); (f) (i) all financial statements of Avioneta, if any, copies of which have been heretofore delivered to Lender, are complete and correct, have been prepared in accordance with GAAP and present fairly the financial position of Avioneta as at the date thereof and the results of its operations for the period ended on said date and there has been no material adverse change in the financial condition, business or operations of Avioneta since the date thereof; and (ii) each Customer has filed all federal, state and local income tax returns that are required to be filed and has paid all taxes as shown on said returns and all assessments received by it to the extent that such taxes and assessments have become due, and such Customer does not have any knowledge of any actual or proposed deficiency or additional assessment in connection therewith; and (g) (i) The Aircraft (A) has been delivered to EAT, is in EAT's possession and is, as of the Closing Date, unconditionally, irrevocably and fully accepted by EAT, (B) has been inspected by the Customers to their complete satisfaction and, without limiting the foregoing, (1) has been found to be in good working order, repair and condition and fully equipped to operate for its intended purpose, and (2) is in conformity with the requirements of the Purchase Agreement and the Applicable Standards, (C) is currently certified under existing FAA rules and regulations and any other Applicable Laws and is airworthy in all respects, and (D) is and will remain primarily hangared at the Primary Hangar Location; (ii) without limiting the foregoing, (A) solely as between Lender and the Customers (and without prejudicing the Customers' rights against Seller or any other third party, which rights are not being disclaimed hereby), no Customer has any pending claims and has no knowledge of any facts upon which a future claim may be based, against any prior owner, the Seller, manufacturer or supplier of the Aircraft or any of the other Collateral, for breach of warranty or otherwise, and (B) all of the information contained in Annex C, including the registration number of the Aircraft, and the serial numbers, manufacturer and model numbers of the Airframe, Engines, and APU, are true and accurate in all respects and (iii) on and after the Exchange Completion Date, Owner Trustee will either own good and marketable title to the Collateral free and clear of Liens except Permitted Liens or will own good and marketable title to 100% of the membership interests of EAT. 3 O3037610.9 EFTA01071864 (LOAN AGREEMENT (GM 681)) SECTION 4. COVENANTS. The Customers covenant and agree that from and after the Closing Date and so long as any of the Obligations are outstanding: 4.1 Notices: Financial Information; and Further Assurances. The Customers and (in the instances indicated) each Customer will, at its sole expense: (a) promptly give written notice to Lender of (i) the occurrence of any Default or Event of Default; (ii) the occurrence of any Event of Loss or event of which any Customer may be aware that could become an Event of Loss; (iii) the commencement or threat of any material litigation or proceedings affecting any Customer or any material litigation or proceedings affecting the Aircraft or any of the other Collateral, or the ability of any Customer to comply with its obligations under the Loan Documents; and (iv) any dispute between any Customer or any Interested Third Party and any Governmental Authority or other party that involves the Aircraft or any of the other Collateral or that might materially interfere with the normal business operations of any Customer, (b) cause Guarantor to comply with the financial reporting requirements set forth in the Guaranty and promptly furnish to Lender any such financial and other information regarding the Customer or Guarantor or any of its affiliates as Lender may from time to time reasonably request; and (c) promptly execute and deliver to Lender such further instruments, UCC and FAA filings (including an IDERA) and other documents, make, cause to be made and/or consent to all registrations (including any discharges and subordinations, or as to the prospective or actual sale of, and any international interest in, the Engines) with the International Registry, and take such further action, as Lender may from time to time reasonably request in order to further carry out the intent and purpose of the Loan Documents and to establish, protect and enforce the rights, interests and remedies and Liens (including the first priority thereof) created, or intended to be created, in favor of Lender thereby. 4.2 General Obligations. (a) each Customer agrees that it shall CO duly observe and conform to all requirements of Applicable Law relating to the conduct of its business and/or the Aircraft, (ii) remain a "citizen of the United States* within the meaning of the Transportation Code, (iii) obtain and keep in full force and effect (A) all rights, franchises, licenses and permits that are necessary to the proper conduct of its business, and (B) all approvals by any Governmental Authority required with respect to the performance of its obligations under the Loan Documents and the operation of the Aircraft and its business, (iv) cause the Aircraft to remain primarily hangared at the Primary Hangar Location, and duly registered in EAT's name until EAT conveys title to the Aircraft to Owner Trustee and at all times thereafter in Owner Trustee's name under the Transportation Code (including, by making all necessary reports, re-registering its ownership of the Aircraft, and taking all other actions required by Applicable Law), and (v) pay and perform all of its obligations and liabilities when due. (b) each Customer agrees that (i) it shall not change its presently existing legal name or its form or state of organization on or after the date of this Agreement, without Lender's prior written consent, (ii) if its presently existing state organizational identification number changes, or if such Customer currently has no such state organizational number but is subsequently issued such a number, on or at any time after the date of this Agreement, such Customer shall immediately notify Lender thereof, and (iii) it shall not change the presently existing mailing, chief executive office and/or principal place of business address on or after the date of this Agreement without giving Lender thirty (30) days' prior written notice of the same. (c) EAT and Owner Trustee shall not amend, amend and restate, supplement or otherwise modify the EAT Note without the prior written consent of Lender. 4.3 Taxes. (a) Customers 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 or any of the other Collateral. (b) Customers will (i) pay on or before the date when due all taxes as shown on said returns and all taxes assessed, billed or otherwise payable with respect to the Aircraft or the other Collateral directly to the appropriate taxing authorities; and (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 governmental body or agency upon Customers or the Aircraft or any of the other Collateral, with respect to the landing, airport use, manufacturing, ordering, shipment, purchase, ownership, delivery, installation, leasing, chartering, operation, 4 133037610.9 EFTA01071865 (LOAN AGREEMENT (SIN 681)) possession, use or disposition of the Aircraft or any of the other Collateral, or any interest therein (the items referred to in (i) and (ii) above being referred to herein collectively, as 'Impositions'), except, in the case of clause (b) above, to the extent such Impositions are being contested in good faith with due diligence by appropriate proceedings and the payment of which the applicable Customer has established adequate reserves in accordance with GAAP and the payment of which is made when required. 4.4 No Disposition of Collateral or Liens: Title and Security Interest. (a) Except as otherwise permitted herein, the Customers shall not sell (other than the EAT Aircraft Transfer on the Exchange Completion Date), assign, enter into any Third Party Agreement, convey, mortgage, exchange or otherwise transfer or relinquish possession of (including by any seizure or other taking by any foreign or domestic governmental authority) or dispose of the Airframe or Engines, any Part, any related associated rights, international interests or prospective international interests, any proceeds or any of the other Collateral, or attempt or offer to do, or suffer or permit any of the foregoing. The Customers shall be permitted, however, to deliver possession of the Airframe, the Engines, or any API) or Part to another Person for testing, service, repair, maintenance, overhaul, alteration or modification, and to enter into Permitted Third Party Agreements, in each case, if and to the extent consistent with the provisions of the Loan Documents. Customers will warrant and defend (i) the good and marketable title of EAT to the Airframe, the Engines and the other Collateral until the EAT Aircraft Transfer and at all times thereafter the good and marketable title of Owner Trustee to the Airframe, the Engines and the other Collateral and (ii) the validity, perfection and first priority of Lender's Lien in the Collateral, against all other Liens, claims and demands whatsoever, except Permitted Liens; and without limiting the foregoing, Customers will not (i) create, assume or suffer to exist any Liens on or with respect to the Airframe, the Engines, or any of the other Collateral, or any Customer's interest therein (other than Permitted Liens); and (ii) promptly take such action as directed by Lender to duly discharge any such unpermitted Liens. (b) So long as no Default or Event of Default is then existing, the Customers may enter into and remain a party to Third Party Agreements, in each such case, subject to the satisfaction of, and compliance by such Customer and each Interested Third Party with, all of the following throughout the term of such arrangement: (i) Each such Interested Third Party shall (A) be and remain solvent, and (unless an individual) organized under the laws of a state within the United States; and (B) if engaged by any Customer as a manager and/or charter operator, while so engaged, (1) have a recognized favorable reputation as a manager and/or charter operator, as the case may be, of aircraft similar to the Aircraft, (2) be providing management and/or charter operation services for other aircraft owners similar to the services contemplated therein, and (3) if and at all times while conducting any charter operations (x) have and maintain a valid Part 135 Certificate evidencing its authority to conduct such operations, (y) list the Aircraft on its operations specifications, and (z) comply with all Applicable Standards pertaining to such charter operations. (ii) Any operation of the Aircraft pursuant to any such Third Party Agreement shall be limited to (A) if by Customers, any time sharing agreements (as defined in Section 91.501(c)(1)) complying with Part 91 of the FARs and all other Applicable Standards, (B) if by a charter operator, pursuant to and in full compliance with the requirements of Part 135 of the FARs and all other Applicable Standards, or (C) if such Third Party Agreement is a "dry lease" by a Customer, as lessor, to an Affiliate or other Interested Third Party permitted pursuant hereto, as lessee, operation by such lessee complying with (1) Part 91 and any other applicable provision of the FARs, and all other Applicable Standards, and (2) the provisions hereof and of the other Loan Documents pertinent to the operation of the Aircraft (whether by any Customer or any permitted Interested Third Party). (iii) The related Third Party Agreement shall (A) be and remain, subject and subordinate to Lender's Lien in and with respect to the Collateral, and Lender's rights and remedies under the Loan Documents (and such subordination shall be expressly acknowledged therein), (B) not convey any Lien on, or other property interest in or against the Airframe, the Engines or any of the other Collateral, except for a Permitted Lien (but, without giving effect to clause (a) of the definition of such term), (C) not permit any further disposition of or unpermitted Lien against the Aircraft or any of the other Collateral by any of the Interested Parties thereto or any other Person, or any change in registration or unpermitted change in hangaring of the Aircraft, (D) not contain provisions that are inconsistent with the provisions of any of the Loan Documents or cause such Customer to breach any of its representations, warranties or agreements under any of the Loan Documents, (E) be in conformity with all requirements of the FARs and other Applicable Laws, and (F) otherwise conform to any Operating Consent required by Lender with respect thereto. (iv) (A) Customers shall have specified such Third Party Agreement on Annex B if existing on the Closing Date, or if not then existing shall give Lender at least thirty (30) Business Days' prior written notice of its intention to enter into a Third Party Agreement with respect to which applicable Customer, shall be 5 030376109 EFTA01071866 (LOAN AGREEMENT (SIN 681)) relinquishing possession or control of the Airframe or Engines; and (B) no later than the effective date thereof Customers shall comply with, and at all times thereafter remain in compliance with, any related requirements by Lender, including (1) entering into, and causing any related Interested Third Parties to enter into, an Operating Consent, (2) causing Lender to be covered by the Required Coverages (which, for the purposes hereof, may include insurance coverages obtained and maintained by an Interested Third Party, conforming to the insurance requirements herein and in any of the other Loan Documents), and (3) entering into or delivering, or causing to be entered into and delivered, all such other documents, filings and assurances, making or causing to be made such filings and registrations, and taking or causing to be taken all such other actions, in each case as may be required by Lender and (4) paying or reimbursing Lender for any related costs or expenses. (v) Lender shall have the right, but not the obligation, to (A) require reasonable evidence that any Interested Third Party satisfies the requirements provided herein, and (B) review any such Third Party Agreement, as from time to time supplemented and amended, to determine its conformity with the provisions hereof, but without assuming any responsibility with respect thereto. (vi) None of the Customers shall make, nor permit to be made, any filing or registration with respect to any Permitted Third Party Agreement, unless so directed by Lender pursuant to Section 5.2 or otherwise. (c) With respect to any Third Party Agreements complying with all of the provisions of Section 4.4(b) (each a 'Permitted Third Party Agreement"), although certain of the duties and obligations of Customers under the Loan Documents may be performed by one or more of the Interested Third Parties, (i) no such Permitted Third Party Agreement shall reduce any of the Customers' obligations, or Lender' rights, under any of the Loan Documents, (ii) all of the Customers' obligations under the Loan Documents shall be and remain primary and continue in full force and effect as the obligations of a principal and not of a guarantor or surety, and (iii) Lender is not waiving the right to require full and timely performance of any such obligations in strict accordance with the provisions hereof and of the other Loan Documents. By way of clarification and not limitation, with respect to any provisions of this Agreement or any of the other Loan Documents requiring any Customer to take or refrain from taking an action relating to the Aircraft or any of the other Collateral, such provision may also be read to mean that the Customers shall cause the same to be done in accordance therewith, if at that time the Aircraft or such other Collateral is in the possession or control of an Interested Third Party pursuant to a Permitted Third Party Agreement. 4.5 Use of Aircraft; Maintenance; Modifications; Security. (a) Customers will operate the Aircraft in compliance with Part 91 and any other applicable provision of the FARs, and all other Applicable Standards. Unless otherwise expressly permitted hereunder (or under a Permitted Third Party Agreement), (i) Customers shall not operate or permit the Aircraft to be operated for air taxi operations or otherwise under Part 135 of the FARs; and (ii) Customers shall at all times have, and maintain, "operational control' of the Aircraft (as such term is then interpreted by the FAA or such other applicable Governmental Authority), and no other Person shall operate the Aircraft. The Aircraft at all times will be operated by duly qualified pilots having satisfied all requirements established and specified by the FAA, the TSA, any other applicable Governmental Authority and the Required Coverages. (b) Customers may fly the Aircraft temporarily to any country in the world, provided that the Aircraft (i) shall at all times be based and predominantly used, operated and located in the continental United States; and (ii) shall not be flown, operated, used or located in, to or over any such country or area (temporarily or otherwise) (A) that is excluded from the Required Coverages (or specifically not covered by such insurance), (B) with which the United States does not maintain favorable diplomatic relations, (C) in any area of recognized or threatened hostilities, (D) to the extent that payment of any claim under the Required Coverages 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 (E) in violation of any of the Loan Documents or any Applicable Standards. Customers shall adopt, implement and comply with all security measures required by any Applicable Law, or by any Required Coverages, 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. (c) Customers agree that, with respect to the Airframe, the Engines, each APU and each Part, Customers will at their own expense, (i) maintain, inspect, service, repair, overhaul and test the same in accordance with Applicable Standards; (ii) make any alterations or modifications that may at any time be required to comply with Applicable Standards, and to cause the Aircraft to remain airworthy; (iii) furnish all 6 1330376109 EFTA01071867 (LOAN AGREEMENT (RN 681 )) required parts, replacements, mechanisms, devices and servicing so that the condition and operating efficiency thereof will at all times be no less than its condition and operating efficiency as and when delivered to EAT, ordinary wear and tear from proper use alone excepted; (iv) promptly replace all Parts (A) which become worn out, lost, stolen, taken, destroyed, damaged beyond repair or permanently rendered or declared unfit for use for any reason whatsoever, or (B) if not previously replaced pursuant to clause (A), as and when required by any Applicable Standards, including any applicable life limits; and (v) maintain (in English) all Records in accordance with Applicable Standards All maintenance procedures shall be performed by properly trained, licensed, and certified maintenance sources and personnel utilizing replacement parts approved by the FAA and the manufacturer of (as applicable) the Airframe, the Engines, or any APU or Part. Without limiting the foregoing, Customers 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. (d) Customers 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. All repairs, parts, replacements, mechanisms and devices added by the Customers or on its behalf shall immediately, without further act, become part of the Aircraft and subject to the Lender's Lien granted under this Agreement. For the avoidance of doubt, all repairs, parts, replacements, mechanisms and devices removed from the Aircraft and replaced pursuant to Sections 4.5(c) or (d) shall, once replaced, immediately, without further act, be released from the Lender's Lien granted under this Agreement. 4.6 Insurance. (a) Customers agree to maintain at all times, at its sole cost and expense, with insurers of recognized reputation and responsibility satisfactory to Lender (but in no event having an A.M. Best or comparable agency rating of less than 'A-"): (i) (A) comprehensive aircraft liability insurance against bodily injury or property damage claims including, without limitation, contractual liability, premises liability, death and property damage liability, public and passenger legal liability coverage, and sudden accident pollution coverage, in an amount not less than $200,000,000.00 for 20 or more seats, or if the Aircraft will be chartered, or $100,000,000.00 for 10 or more seats, or $50,000,000.00 for fewer than 10 seats for each single occurrence, and (B) personal injury liability in an amount not less than $25,000,000.00; but, in no event shall the amounts of coverage required by sub-clauses (A) and (B) be less than the coverage amounts as may then be required by Applicable Law; (ii) 'all-risk' ground, taxiing, and flight hull insurance on an agreed-value basis, covering the Aircraft, provided that such insurance shall at all times be in an amount not less than the greater of (1) the full replacement value of the Aircraft (as determined by Lender), or (2) the unpaid principal amount of the Note (each such amount re-determined as of each anniversary of the date hereof 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 amounts required in paragraphs (i) and (ii), as applicable. (b) Any policies of insurance carried in accordance with this Section 4.6 and any policies taken out in substitution or replacement of any such policies shall (i) be endorsed to name Lender as an additional insured as its interests may appear (but without responsibility for premiums), (ii) provide, with respect to insurance carried in accordance with Section 4.6(a)(ii) or (a)(iii) above, that any amount payable thereunder shall be paid directly to Lender as sole loss payee and not to Lender and any Customer or the Customers 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, material change, or non-renewal, (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 each insured, (v) waive any right of set-off against Lender, and any rights of subrogation against Lender, (vi) provide that in respect of the interests of Lender in such policies, that the insurance shall not be invalidated by any action or inaction of any Customer 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 any Customer or any other Person operating or in possession of the Aircraft, and (vii) be 7 /330376109 EFTA01071868 (LOAN AGREEMENT (SRI 681)) primary, not subject to any co-insurance clause and shall be without right of contribution from any other insurance. (c) Customers shall not self-insure (by deductible, premium adjustment, or risk retention arrangement of any kind) with respect to any of the risks required to be insured pursuant to this Section 4.6. Customers agree that they 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, promptly upon Lender's request, as and when Lender deems such additional insurance coverages or modifications to be appropriate in light of any changes in Applicable Law, prudent industry practices, the insurance market, the Customers' anticipated use of the Aircraft or other pertinent circumstances. 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. All insurance proceeds payable under the requisite policies shall be payable in U.S. Dollars. (d) At least ten (10) days prior to the policy expiration date for any insurance coverage required by this Section 4.6, the Customers shall furnish to Lender evidence (having the form and substance consistent with Section 1Q) of the Closing Terms Addendum) of the renewal or replacement of such coverage, complying with the terms hereof, for a twelve (12) month or greater period commencing from and after such expiration date. 4.7 Event of Loss: Loaner Engines. (a) Upon the occurrence of any Event of Loss with respect to the Aircraft and/or the Airframe, the Customers shall notify Lender of any such Event of Loss within five (5) days of the date thereof. The Customers shall pay the then Outstanding Balance promptly upon its receipt of insurance proceeds relating to such Event of Loss, but in no event later than thirty (30) days after the occurrence of such Event of Loss (irrespective as to whether any or all of such proceeds have been received). Upon Lender's receipt in good and indefeasible funds of all of the amounts required to be paid pursuant to the preceding sentence (whether by applying Customer Parties' payment of such amounts, or any such insurance proceeds, or both) the Aircraft shall be released from the Lender's Lien, and Lender shall remit to the Avioneta any such insurance proceeds so received by Lender, to the extent then remaining. (b) Upon an Event of Loss with respect to an Engine or any APU (as applicable, a "Lost Item') under circumstances in which there has not occurred an Event of Loss with respect to the Airframe, the Customers shall, within thirty (30) days after the occurrence of such Event of Loss, replace such Lost Item, with a Permitted Replacement; provided that so long as Customers have promptly commenced and are in good faith searching for a Permitted Replacement, such thirty (30) day period shall be extended as reasonably required, but in no event more than sixty (60) additional days. Any engine or auxiliary power unit constituting a 'Permitted Replacement' for a Lost Item shall (i) be of the same make and model number as the Lost Item, (ii) be free and clear of all Liens and (iii) have a value, utility and useful life at least equal to, and be in as good an operating condition as, the Lost Item, assuming such Lost Item was in the condition and repair required by the terms hereof immediately prior to the occurrence of such Event of Loss. The Customers, at their own cost and expense, shall (i) furnish Lender with such documents to evidence such conveyance, (ii) cause the Permitted Replacement to be subject to the Lender's Lien under this Agreement, and (iii) take such other actions as may be required by Lender to cause the Lender's Lien therein to be validly created, perfected and have first priority, including as evidenced on the FAA Registry, the International Registry, and any other recording office. Each such Permitted Replacement shall, after such conveyance, be deemed an "Engine" or 'APU" (as defined herein), as applicable, and shall be deemed part of the same Aircraft as was the Lost Item replaced thereby. (c) In the event an Engine is damaged and is being repaired, or is being inspected or overhauled, the Customers, at their option, may temporarily substitute another engine during the period of such repair or overhaul, so long as such engine is of the same make and model as the Engine being repaired or overhauled, is free and clear of any Lien that might impair Lenders rights or interests in the Airframe and is maintained in accordance herewith (any such substitute engine being hereinafter referred to as a "Loaner Engine'). The Customers shall (i) cause such Loaner Engine to be installed and removed, as applicable, by a maintenance facility certified by the FAA and manufacturer with respect to the Aircraft, and (ii) cause the repaired or overhauled original Engine to be 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. The Lender hereby agrees for the benefit of each owner, lessor or secured party of any Loaner 6 \ 330376 10 9 EFTA01071869 (LOAN AGREEMENT (SIN 681)) Engine that Lender will not acquire or claim as against such owner, lessor or secured party, any right, title or interest in any Loan Engine as a result of such Loaner Engine being installed on the Airframe. (d) So long as no Default has occurred and is continuing, and no Event of Default or Event of Loss with respect to the Aircraft has occurred, any loss or damage proceeds of the Required Coverages received by Lender shall be released by Lender to the Customers to reimburse Customers for paying the costs actually incurred with respect to repairs made to the Aircraft so as to restore it to the condition required by this Agreement, or for the purchase of a Permitted Replacement pursuant to Section 4.7(b), or shall be disbursed by Lender as otherwise required by this Agreement. 4.8 Aircraft Registration. On or before the Closing Date, and at all times thereafter, so long as any of the Obligations are outstanding, the Customers shall remain solely responsible pursuant to the applicable provisions of this Agreement to cause (i) the Aircraft to be effectively and otherwise validly registered in EAT's, until the EAT Aircraft Transfer, and thereafter Owner Trustee's, name on the Registry, and (ii) the U.S. registration number then currently assigned to the Aircraft to remain authorized for use by EAT, until the EAT Aircraft Transfer, and thereafter by Owner Trustee, on the Aircraft, in each case, accordance with the Registration Requirements; and without limiting the foregoing, or any other provision of this Agreement, the Customers shall: (a) cause the Registration Certificate to be maintained within the Aircraft and cause the U.S. registration number then currently assigned to the Aircraft to remain authorized for use by the EAT, until the EAT Aircraft Transfer, and thereafter for use by Owner Trustee, on the Aircraft; including by (A) notifying Lender immediately of any event or circumstance with respect to which the Registration Requirements require further action by the Customers, the Registry or any other Governmental Authority or other Person, (5) immediately upon receipt, placing the original, replacement or renewal Registration Certificate on the Aircraft prior to the expiration or other invalidation of any previously issued Registration Certificate (whether the certificate or any other document constituting the Registration Certificate as defined herein) under the Registration Requirements, and (C) complying with any and all of the other Registration Requirements relating to such Registration Certificate, and to the Registration Certificate replaced thereby (including any of the same relating to the destruction or return thereof, as the case may be); and (b) upon the occurrence, and at all times thereafter, of any Defective Registration (and without waiving the Customers' responsibility to avoid such circumstance), or if the operation of the Aircraft is no longer authorized by the Registration Requirements, the Customers shall (A) neither operate nor permit or suffer the operation of the Aircraft without a currently effective and otherwise valid Registration Certificate (and shall cause the pilots to be made aware of the Defective Registration), and otherwise comply with the FARs and other Applicable Laws relating to such Defective Registration, (B) ground and store the Aircraft in a manner reasonably acceptable to Lender, and (C) inform the insurer or insurers thereof, and obtain and maintain adjustments to the insurance coverages required pursuant Section 4.6 of this Agreement which may be necessary or desirable to Lender so as to reflect any changes in the insurable risks relating to any Defective Registration. 4.9 Like-Kind Exchange. Whether or not the Like-Kind Exchange is completed on or before the Exchange Completion Date, on the first to occur of the EAT Aircraft Transfer, the sale or other transfer of 100% of the membership interest of the EAT or the Exchange Completion Date, the following, as applicable, shall occur: (a) If an EAT Aircraft Transfer has occurred, then contemporaneously therewith: (i) EAT shall deliver a FAA Bill of Sale (AC Form 8050-2), the FAA Entry Point Filing Form (AC Form 8050-135), if appropriate, with respect to the sale of the Aircraft and a warranty bill of sale to Owner Trustee, pursuant to which EAT shall convey to Owner Trustee, and Owner Trustee will acquire, good and marketable title to the Aircraft and to any and all other Collateral in which EAT has any rights, title or interests (or in the case of a sale or transfer of ownership of the EAT, the ownership interest of the EAT), subject to no Liens, except the security interest and other Liens created hereby in favor of Lender; (ii) Owner Trustee will register the Aircraft with the FM in its name; (iii) Customer, Owner Trustee, EAT, Guarantor and Lender shall enter into an assignment and amendment to this Agreement and the other documents executed and/or delivered in connection with this Agreement, in form and substance satisfactory to Lender (the "EAT Assignment"), which EAT Assignment shall be filed with the FAA, pursuant to which the EAT shall assign all of its rights, title, interest and obligations in, to 9 \330376109 EFTA01071870 (LOAN AGREEMENT (SIN 681)) and under this Agreement and the other Loan Documents to Customer and Owner Trustee, and Customer and Owner Trustee will accept and assume such rights, title, interest and obligations, and pursuant to which the Aircraft Lease shall be terminated and Guarantor will reaffirm its obligations under the Guaranty; provided that the Assignment shall not alter any rights of the EAT under Section 8.7 of this Agreement; (iv) The Owner Trustee Customer, the EAT and Guarantor shall execute and/or deliver such assignments, amendments, terminations, releases, documents, opinions, certificates and filings as Lender may reasonably request in connection with the transactions contemplated by this Section 4.9(a) and otherwise satisfy all of the conditions precedent specified in the Closing Terms Addendum hereto; or (b) If a transfer of 100% of the membership interest in the EAT to Owner Trustee has occurred, then: (i) Lender shall have received a duly executed copy of the membership interest transfer agreement (the "Transfer Agreement"): and (ii) The Owner Trustee Customer, the EAT and Guarantor shall execute and/or deliver such assignments, amendments, terminations, releases, documents, opinions, certificates and filings as Lender may reasonably request in connection with the transactions contemplated by this Section 4.9(b). (0) The Owner Trustee and Customer shall be responsible for any and all reasonable expenses, Impositions, fees and other charges imposed upon or incurred in connection with the transactions contemplated by this Section 4.9 (including, without limitation, any reasonable out-of-pocket attorneys' fees and expenses). SECTION 5. SECURITY INTEREST; POWER OF ATTORNEY; INSPECTION. 5.1 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 Lender to enter into this Agreement and make the Loan to Customers in accordance with the terms hereof, the Customers hereby grant. pledge and assign to Lender a first priority security interest, collateral assignment, international interest, prospective international interest, security assignment and prospective security assignment, in, against, under and with respect to (the 'Lender's Lien') all of such Customer's right, title and interest in, to and under all of the following collateral (collectively, the "Collaterall: (i) the Aircraft, including the Airframe, the Engines, each of the APU and Parts, and the Records; (ii) any and all present and future Third Party Agreements; (iii) any and all other associated rights secured by or associated with the Airframe and/or the Engines, together with any related international interests and prospective international interests; (iv) the EAT Note; (v) any collateral described in the other Loan Documents (including in any Operating Consent); and (vi) all proceeds of the foregoing. By way of clarification and not limitation, the foregoing grant of the Lender's Lien shall include, as applicable (and in each case, being validly registered and having first priority), an international interest in the Airframe and in each Engine. Notwithstanding the foregoing. (i) no Customer shall enter into any Third Party Agreements unless expressly permitted by Section 4.4 and (ii) Lender is not assuming, nor shall it be responsible for, any obligations, liabilities or duties of any kind whatsoever of any Customer (and/or of any other Person) relating to the Collateral. Each Customer agrees that it shall perform and procure performance in accordance with any Third Party Agreement or other agreement or instrument giving rise to any associated rights that are or may become subjected to the Lender's Lien. 5.2 UCCs. Registrations, Etc.; Lender as Attorney-in-Fact. The Customers hereby irrevocably: (a) authorizes lender to take any and all appropriate action to prepare and file any UCC financing statements, amendments, continuations, terminations, assignments and other filings, or take such other actions for the purpose of perfecting, affording first or sole priority to or otherwise relating to the Lender's Lien under this Agreement or the other Loan Documents; (b) consents to, and authorizes its professional user entity to consent to, the registration of each Registerable Interest requested by Lender or its Assignee, or otherwise required by the provisions of this Agreement or any of the other Loan Documents, including any subordination, amendment, assignment, discharge or undertaking permitted by the Cape Town Convention with respect thereto; and (c) constitutes and appoints Lender (including any Person acting on Lender's behalf), as its true and lawful attorney-in-fact with full power and authority in the place and stead of such Customer and in the name of such Customer or in its own name, for the purpose of carrying out the terms of this Agreement; which 10 \33037610.9 EFTA01071871 (LOAN AGREEMENT (SIN 681)) authority shall include the following undertakings that may be exercisable by Lender in its sole discretion at any time, and from time to time, if an Event of Default is then existing: (i) in such Customers name, file and/or record, such further instruments, filings and other documents, make, cause to be made and/or consent to all registrations with the International Registry, and take such further action, to establish and protect Lenders rights, interests and remedies created, or intended to be created, pursuant to the Loan Documents; (ii) endorse such Customers name on any checks, notes, drafts or any other payments or instruments, or set off, apply, or take such other actions with respect to any funds relating to the Collateral that come into Lender's possession or control; and (iii) to settle, adjust, receive payment and make claim or proof of loss, and take such other actions relating to the Required Coverages. 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. The powers conferred on Lender hereunder are solely to protect its interest in the Collateral and shall not impose any duty upon it to exercise any such powers. Lender shall be accountable only for amounts that it actually receives in good and indefeasible funds 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 such Customer for any act or failure to act. Without limiting the foregoing, each Customer agrees that within five (5) Business Days of Lenders request, such Customer will enter into an irrevocable power-of-attorney authorizing Aviation Counsel or Lenders other designee as such Customers professional user entity and administrator for the purpose of discharging any Registerable Interests as and when directed to do so by Lender in connection with its exercise of its rights and remedies under the Loan Documents. 5.3 Inspection. Lender or its authorized representatives shall have the right, but not the duty, to inspect the Aircraft, any part thereof and/or the Records, at its own cost any reasonable time and from time to time, wherever located, upon reasonable prior notice to the Customers; except that after the occurrence of a Default or an Event of Default, such inspection may be conducted at any time without prior notice and at Customers' sole expense, and it shall pay Lender promptly upon demand any inspection costs incurred by Lender. Upon the request of Lender, the Customers shall promptly confirm to Lender the location of the Aircraft or any of the other Collateral. SECTION 6. EVENTS OF DEFAULT. The term "Event of Default', wherever used herein, shall mean: (a) The Customers shall fail to pay any Obligation within ten (10) days after the same shall become due and payable (whether at the stated maturity, by acceleration, upon demand or otherwise); or (b) after giving effect to any applicable notice requirement or grace period, (i) any Customer Party shall default in the payment or performance of any indebtedness, liability or obligation to Lender or any Affiliate of Lender under any note, security agreement, lease, title retention or conditional sales agreement or any other instrument or agreement; or (ii) any Customer Party shall be in default in any payment or other obligation to any Person other than Lender or its Affiliates; or (c) (i) any of the Required Coverages are not kept in full force and effect, or a breach or violation shall exist with respect to any provisions thereof; or the Aircraft is operated in a manner, at a time or in or over or located at a place with respect to which such Required Coverages shall not be in effect; (ii) Customer shall fail to cause the Airframe or the Engines to be used, operated, maintained or otherwise kept in a condition so as to be in compliance with all Applicable Laws; or (iii) any Customer Party shall fail to comply with (A) any financial covenants as and to the extent set forth or incorporated in any Guaranty or in any of the other Loan Documents, or (B) any provision of any of the Loan Documents restricting Liens and other dispositions relating to either the Collateral or any rights or obligations under any of the Transaction Documents (including Section 4.4 hereof), or (iv) the occurrence of any Defective Registration; or (d) (i) any representation or warranty made by any Customer Party in any of the Loan Documents or in any related agreement, document or certificate shall prove to have been incorrect, misleading, or inaccurate in any material respect when made or given (or, if a continuing representation or warranty, at any time); or (ii) any Customer Party shall fail to (A) perform or observe any other agreement (other than those specifically referred to in this Section 6) 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 the earlier of written notice thereof from Lender to such Customer Party or such Customer Party's actual knowledge thereof (but such notice and cure period will not be applicable unless such breach is curable by practical means within 11 \33037610.9 EFTA01071872 (LOAN AGREEMENT (SIN 681)) such notice period) or (B) notify Lender of any Default or Event of Default within ten (10) Business Days of its occurrence; or (e) (i) any Customer Party shall (A) generally fail to pay its, or his or her debts as they became due, admit its, or his or her inability to pay its, or his or her 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 such Customer Party in any such proceeding; or (B) by voluntary petition, answer or consent, seek relief under the provisions of any other bankruptcy or other insolvency or similar law providing for the reorganization or liquidation of corporations, or providing for an assignment for the benefit of creditors, or providing for an agreement, composition, extension or adjustment with its, or his or her creditors; or (ii) a petition against any Customer Party 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 business entities that may apply to any Customer Party, any court of competent jurisdiction shall assume jurisdiction, custody or control of such Customer Party 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 (f) (i) (A) there is a material adverse change in the business, operations or financial condition of any Customer or in its, or his or her ability to comply with the Loan Documents since the Closing Date as determined by Lender, in its sole discretion and in good faith; or (ii) the occurrence of any of the following events with respect to any Customer Party or (B) there is a material adverse change in the financial condition of any Guarantor as determined by Lender, in its sole discretion and in good faith: (A) it enters into any transaction of merger, consolidation or reorganization; (B) it 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 property, other than in connection with the EAT conveying title to the Aircraft to Owner Trustee; (C) it becomes the subject of, or engages in, a leveraged buy out; (D) it changes the form of organization of its business; (E) if it is privately owned as of the Closing Date, there is any substantial change in the ownership or control of its capital stock or membership interests; unless, in the case of Avioneta, after such change, Leon Black controls a majority of its membership interests; provided, however, that 100% of the membership interests of the EAT may be transferred to Owner Trustee; or (F) if it is publicly held as of the Closing Date, any change so that it is no longer subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, or no longer registered under Section 12 of the Securities Act of 1933, as amended; or (g) (i) the death or judicial declaration of incompetence of any individual Guarantor, (ii) any repudiation by any Customer Party of its obligation for the payment or performance of the Obligations, (iii) any allegation or judicial determination that any of the Loan Documents is unenforceable in any material respect or (v) a Default (as defined in any Guaranty) shall occur; or (h) any event or condition constituting a breach or other default under any Operating Consent; or (i) Customers shall fail to perform or comply with any of the terms or conditions of Section 4.9 hereof or Avioneta shall fail to provide the Avioneta Ratification. SECTION 7. REMEDIES. 7.1 Acceleration; Termination of Commitment. If any Event of Default shall occur, Lender, in its sole discretion, may (a) declare the Obligations to be immediately due and payable, and upon such declaration the Obligations (including, the unpaid principal amount of the Note, together with all accrued but unpaid interest thereon, any prepayment fees and all other amounts due and payable under or with respect to the Loan Documents), shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the other Loan Documents to the contrary notwithstanding, (b) terminate any then outstanding commitment whether to any Customer or any Affiliate to make the Loan or any advance thereof, or any other financial accommodations, whether related to the Loan or otherwise, and/or (c) pursue and enforce any of Lenders rights and remedies under this Section 7; provided, however if an Event of Default specified in Section 6(e) above shall occur, the Obligations shall 12 1330376109 EFTA01071873 (LOAN AGREEMENT (SIN 681)) become immediately due and payable, all such commitments shall terminate, and Lender shall have all such other rights and remedies contemplated in the preceding clauses (a), (b) and (c), automatically, and without any notice or other action by Lender. 7.2 Additional 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, Lender may exercise all rights and remedies of a secured party under the UCC or as a creditor, chargee or security assignee under the Cape Town Convention (including any and all remedies thereunder requiring agreement by either Customer), or otherwise available to Lender under any other Applicable Law. Without limiting the generality of the foregoing, the Customers agree that upon the occurrence of an Event of Default, Lender, without demand or notice of any kind (except as specified below) to or upon any Customer or any other Person, in its sole discretion, may exercise any one or more of the following remedies: (a) (i) enter the premises where the Aircraft, the Engines, or any other Collateral is located, take immediate possession of, remove (or disable in place), or otherwise take control or custody of the Airframe, the Engines or any other Collateral (whether or not then attached to the Airframe) by self-help, summary proceedings or otherwise without liability, (ii) preserve the Airframe, the Engines or the other Collateral, and their respective value (but without any obligation to do so), and immobilize or keep idle the Airframe or Engines, and/or (iii) use the Customers' premises for storage without liability; and the Customers agree, at Lender's request, to assemble the Collateral, and make it available to Lender at such places as Lender shall reasonably select, whether at any Customer's premises or elsewhere; (b) (i) terminate the right of any Interested Third Party, and any other third party to use, possess or control the Airframe, the Engines or any of the other Collateral, including under any Permitted Third Party Agreement or other Third Party Agreement, without regard as to the existence of any event of default thereunder, (ii) recover from, and/or cause the Customers and any such Interested Third Party, and any other third party, to relinquish possession and return the Airframe, the Engines and any other Collateral pursuant to this Section 7, and/or (iii) exercise any and all other remedies under any Operating Consents in the Customers' stead, to the extent provided for under, or otherwise available to the Customers in connection with any related Permitted Third Party Agreement or such other Third Party Agreement; (c) (i) manage, sell, lease, assign or otherwise dispose of the Airframe, the Engines or any other Collateral, in whole or in party, whether or not in Lenders possession, in one or more parcels or transactions, at public or private sale or sales, with or without notice to the Customers (except as required by Applicable Law, and in furtherance thereof, Lender agrees that it shall give the Customers no less than ten (10) working days' prior notice of any proposed sale or lease of the Airframe or Engines, which each Customer acknowledges as constituting 'reasonable prior notice" for the purposes of the Cape Town Convention) at such prices as Lender may deem best, and/or (ii) purchase the Collateral, in whole or in part, upon any public sale or sales, and to the extent permitted by Applicable Law upon any private sale or sales, free of any right or equity of redemption in any Customer, which right or equity of redemption is hereby expressly released; (d) (i) collect, receive, appropriate and realize upon the Collateral, or any part thereof, including by applying any deposit or other cash collateral, or collecting or receiving, appropriating and realizing upon any income, profits or other proceeds arising from the management or use of the Airframe, the Engines or any of the other Collateral, and applying the same (after deducting all taxes, costs, expenses and other reductions of every kind incurred in connection therewith) to the payment in whole or in part of the Obligations, in such order and manner as Lender may elect; and (ii) after making such application, (A) remitting to the Customers or to such other Person any excess then remaining, as and to the extent Lender is required by Applicable Law to make such remittance and (B) demanding, collecting and receiving from the Customers any deficiency then remaining (and the Customers agree that they shall remain liable for, and pay upon demand, the full amount of any such deficiency); (e) (i) demand and obtain from any court speedy relief pending final determination available at law (including, possession, control, custody or immobilization of the Airframe and Engines, or preservation of the Airframe and the Engines and their respective value), (ii) procure the deregistration and/or export and physical transfer of the Airframe from the territory in which it is then situated (including pursuant to an IDERA, if any, executed by the EAT until the EAT Aircraft Transfer and thereafter by the Owner Trustee, and/or (iii) 13 030376109 EFTA01071874 (LOAN AGREEMENT (SIN 681)) otherwise proceed at law or in equity, to enforce specifically the Customers' performance or to recover damages; and/or exercise any and all other rights and remedies under or with respect to the Loan Documents or Applicable Law, including the Cape Town Convention and the UCC. 7.3 No Waiver: Cumulative Remedies. No right or remedy is exclusive. Each Customer hereby acknowledges that none of the provisions of this Section 7, including any remedies set forth or referenced herein, is "manifestly unreasonable" 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 Lender at law or in equity, but in no event shall Lender 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 Lender 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 Lender 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 Lender 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 Lender of any payment or performance of any of the Obligations, including the payment 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 or Event of Default, regardless of Lender's knowledge or lack of knowledge thereof at the time of acceptance of any such payment or performance and shall not constitute a reinstatement of any of the Loan Documents, unless Lender shall have agreed in writing to reinstate the same and waive the Default or Event of Default. To the extent permitted by Applicable Law, each Customer waives any rights now or hereafter conferred thereby, that (a) limit or modify any of Lenders rights or remedies under this Agreement or any of the other Loan Documents, including the provisions of Article 13(2) of the Convention, or (b) would otherwise entitle any Customer to (i) receive notices or demands as a condition to Lenders exercise of any rights or remedies, except as expressly required above or (ii) make claims, damages and demands against Lender arising out of the repossession, retention, sale or other disposition of the Collateral. SECTION 8. Miscellaneous. 8.1 Notices. 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 (iii) two (2) Business Days after being deposited in the U.S. mail, return receipt requested, first class postage prepaid, and addressed to Lender or Customers at their respective addresses set forth under their signatures 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. 8.2 Expenses and Fees: Indemnity; Performance of Customer's Obligations. (a) The Customers, shall pay to Lender upon demand all fees, costs and expenses incurred by or on behalf of Lender at any time in connection with (i) the negotiation, preparation, execution, delivery and enforcement of the Loan Documents and the collection of the Obligations (both before and after the occurrence of a Default or an Event of Default), (ii) the creation, preservation and protection of the Collateral and the perfection and first priority of Lenders Lien, or (iii) any Customers 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 Aviation Counsel and of Lenders counsel, consultants and brokers, UCC, FAA, 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 dispositions of the Aircraft or any of the other Collateral. The Customers, shall also pay all fees (including license, filing and registration fees), Impositions and other charges of whatever kind or nature that may be payable or determined to be payable in connection with (A) the execution, delivery, recording or performance of this Agreement or any of the other Loan Documents, or any modification thereof, and (B) the filings, registrations and other undertakings relating thereto. 14 1330376109 EFTA01071875 (LOAN AGREEMENT (SIN 681)) (b) Each Customer hereby further agrees, whether or not the transactions contemplated by this Agreement shall be consummated, to pay, indemnify, and hold Lender and its affiliates and all of the Lender's and such affiliates' respective directors, shareholders, members, officers, employees, agents, predecessors, attorneys-in-fact, lawyers, successors and assigns (Lender, its affiliates and all of such other parties and entities sometimes hereinafter collectively, the "Indemnified Parties') harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, out of pocket costs, expenses or disbursements of any kind or nature whatsoever ("Claims") arising with respect to or in connection with (i) the Airframe, the Engines, or any APUs or Parts, or any of the other Collateral, including (whether by or through any Customer, Vendor, any Interested Third Party, or any other Person), the manufacture, inspection, ownership, lease, sublease, management, pooling, interchange, time sharing, chartering, possession, use, operation, maintenance, security, condition (whether prior to. upon or after delivery or acceptance of any of the same), repossession, storage, sale or other disposition of any of the same (including, without limitation, the Like- Kind Exchange), or any accident in connection therewith, including Claims involving or alleging environmental damage, criminal acts, hijacking, acts of terrorism or similar acts, product liability or strict or absolute liability in tort, latent and other defects (whether or not discoverable) and for any other risk or matter, including any of the same that result in injuries, death, destruction, or other harm or loss to persons or property, or (ii) any of the Loan Documents, Third Party Agreements or other Transaction Documents, or the performance, breach (including any Default or Event of Default) or enforcement of any of the terms hereof or thereof, provided, that the Customers shall have no obligation to indemnify an Indemnified Party with respect to Claims directly arising from the gross negligence or willful misconduct of such Indemnified Party (unless if imputed by Applicable Law). If any Claim is made against any Indemnified Party, the party receiving notice or otherwise becoming aware of such Claim shall promptly notify the other, but the failure of the party having knowledge of a Claim to so notify the other party shall not relieve the Customers of any obligation hereunder. (c) If any Customer Party 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 Collateral free of Liens (other than the Permitted Liens), comply with Applicable Standards, or obtain the Required Coverages, Lender shall have the right, but shall not be obligated, to effect such performance or compliance, with such agreement. My expenses of Lender incurred in connection with effecting such performance or compliance, together with interest thereon at the default rate of interest provided for in the Note from the date incurred until reimbursed, shall be payable by the Customers, to 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. 8.3 Entire 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 therein, 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 Lender and Customers 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. 8.4 Construction of this Agreement and Related Matters. All representations and warranties made in this Agreement and in the other Loan Documents shall survive the execution and delivery of this Agreement and the making of the Loan hereunder. Customers' obligations contained in this Section 8 shall survive the payment and performance of the Obligations and the termination of this Agreement, and the release of the Collateral. 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. Time is of the essence in the payment and performance of all of Customers 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. 8.5 Lenders Assignment. Lender, may at any time, with or without notice to Customers, grant a security interest in, sell, assign, participate or otherwise transfer (an "Assignment") all or any part of its interest 15 133037610.9 EFTA01071876 (LOAN AGREEMENT (SIN 681)) 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 Customers 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'). Each Customer hereby waives any right to assert, and agrees not to assert, against any Assignee any abatement, reduction, defense, setoff, recoupment, claim or counterclaim that any Customer may have against Lender. Upon the assumption by such Assignee of Lender's obligations hereunder, Lender shall be relieved of any such assumed obligations. Each Customer 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, Customers shall pay all amounts due or to become due under the Loan Documents, including any of the same constituting associated rights or proceeds directly to the Assignee or any other party designated in writing by Lender or such Assignee. Each Customer acknowledges and agrees that Lenders right to enter into an Assignment is essential to Lender and, accordingly, waives any restrictions under Applicable Law with respect to an Assignment and any related remedies. Upon the request of Lender or any Assignee, Customer also agrees (a) to promptly execute and deliver, and cause to be executed and delivered by any Guarantor or any other Transaction Party, to 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 Required Coverages, an IDERA in favor of Assignee, and such other documents and assurances reasonably requested by Lender or Assignee, (b) to make, or cause to be made, all registrations (including all assignments and subordination) and all amendments, extensions and discharges with the International Registry reasonably requested by 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 Lenders judgment), and (c) to comply with any and all other reasonable requirements of any such Assignee in connection with any such Assignment. 8.6 Joint and Several Obligations. (a) Nothing in this Section 8.6 shall be construed to limit the provisions of Section 8.7 of this Agreement. The obligations of EAT, Customer and Owner Trustee hereunder or under the other Loan Documents shall constitute the joint and several obligations of the Customers. Without limiting the generality of the foregoing: (i) each covenant and undertaking on the part of EAT shall be deemed to have been made jointly and severally; and CO each event constituting an Event of Default shall entitle Lender to all applicable remedies provided or referred to herein against the Customers jointly and severally. A separate action or actions may be brought and prosecuted against any Customer whether an action is brought against the other Customers or whether the other Customers are joined in any such action or actions. Each Customer waives any right to require Lender to: (1) proceed against the other Customers, Guarantor or any other Person liable for the Obligations; (2) proceed against or exhaust any security now or hereafter held in connection with any of the Obligations, including the Collateral; or (3) pursue any other remedy in Lenders power whatsoever. (b) In the event any obligation of Customers under this Agreement or any of the other Loan Documents is deemed to be an agreement by any Customer to answer for the debt or default of the other Customers or as a hypothecation of property as security therefor, each Customer represents and warrants (solely for purposes of this Agreement and the other Loan Documents) that no representation has been made to it as to the creditworthiness of the other Customers or Guarantor, and it has established adequate means of obtaining from the other Customers or Guarantor on a continuing basis, financial or other information pertaining to its or their financial conditions. Each Customer expressly waives diligence, demand, presentment, protest and notice of every kind and nature whatsoever, consents to the taking by Lender of any additional security for the obligations secured hereby or the alteration or release in any manner of any security now or hereafter held in connection with any of the Obligations, including the Collateral. Each Customer agrees that Lender and any Customer may deal with each other in connection with the Obligations or otherwise, or alter any agreements now or hereafter existing between Lender and such Customer in any manner whatsoever, including, without limitation, in order to renew, extend, accelerate, change the time for payment, increase or decrease any amounts owing by such Customer, and/or provide additional security for the Obligations, all without in any way altering the liability of the other Customers or, except as modified thereby, affecting any security for the Obligations. Each Customer further waives until satisfaction in full of the Obligations (1) any right of subrogation, reimbursement, exoneration, contribution, indemnification, setoff or other recourse in respect of 16 1330376109 EFTA01071877 (LOAN AGREEMENT (SIN 019 sums paid to Lender by any Customer (with respect to this Agreement or the other Loan Documents), and (2) any right or remedy, similar or dissimilar to any of the foregoing available to a surety under applicable law. 8.7 Non-Recourse. Lender shall not sue for, seek, demand, or obtain a deficiency or other money judgment against EAT. Owner Trustee or Wells Fargo Bank Northwest, National Association, in its individual capacity (in such capacity "Wells Fargo"), except as provided in this Section 8.7 (or (x) against any of EAT's members, direct or indirect shareholders or affiliates, officers, directors, employees or agents (the "Other EAT Parties") or (y) against any of Wells Fargo's or Owner Trustee's members, direct or indirect shareholders or affiliates, officers, directors, employees or agents (the "Other Wells Fargo Parties")) for its failure to pay, perform, satisfy, comply with or observe any of the obligations (including without limitation, representations, warranties and covenants) under this Agreement or any of the other Loan Documents or otherwise seek to enforce any of such obligations by judicial or other proceedings against Wells Fargo, Owner Trustee, any Other Wells Fargo Parties, the EAT or any Other EAT Parties, except that Lender may bring a proceeding against Owner Trustee or the EAT (i) to enable Lender to enforce and realize upon its liens and security interests on the Aircraft under this Agreement and otherwise exercise its rights (including, without limitation, Lender's right to take possession and dispose of the Aircraft notwithstanding any right of Customer, Owner Trustee or the EAT with respect thereto) under this Agreement, the Loan Documents and any other document pursuant to which Lender is now or in the future granted a security interest in or lien on the Aircraft (collectively, the "Lien Documents") and any other collateral given to Lender pursuant to any of the Lien Documents, or (ii) to obtain injunctive or other equitable relief to secure performance of the obligations of Owner Trustee and the EAT under this Agreement or any of the other Lien Documents (as distinguished from enforcement or attempted enforcement thereof against Owner Trustee or the EAT to obtain damages or other monetary relief) or to prevent a breach thereof, provided, however for purposes of preceding clauses (i) and (ii), that any judgment in any such action or proceeding and any injunctive or equitable relief shall be enforceable only against the interests of Owner Trustee or the EAT, as applicable, in the Aircraft and any other collateral given to Lender pursuant to any of the other Lien Documents. Nothing contained in this Section shall (a) constitute a waiver, release, or impairment of any of the obligations of any Customer under the Lien Documents; (b) impair the right of Lender to name Owner Trustee or the EAT, as applicable, as a party defendant in any action or suit under this Agreement or any of the other Lien Documents; (c) affect the validity or enforceability of this Agreement or any of the other Lien Documents; (d) impair the enforcement of any lien or security interest created pursuant to this Agreement or any of the other Lien Documents as against the Aircraft or any Customer Party; (e) impair the right of Lender to bring suit against Owner Trustee or the EAT, as applicable, for damages actually sustained with respect to fraud or willful misrepresentations by Owner Trustee or the EAT, as applicable, in connection with this Agreement or any of the other Lien Documents or any misappropriation of condemnation or insurance proceeds; (f) impair the right of Lender to obtain any and all distributions, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of, in exchange for, the Aircraft or any other collateral given to Lender pursuant to this Agreement or any of the other Lien Documents or to recover from Owner Trustee or the EAT, as applicable, any such distributions, cash, instruments and other property or proceeds delivered to Owner Trustee or the EAT, as applicable; (g) limit the right of Lender to proceed against or realize upon the Aircraft or any other collateral given to Lender pursuant to this Agreement or any of the other Lien Documents or to name the any of the Customers as a party defendant in any action or suit under, and to enforce against the Aircraft or any collateral given to Lender pursuant to this Agreement or any of the other Lien Documents any judgment obtained by Lender with respect to, this Agreement or any of the other Lien Documents, so long as no judgment shall be enforced or taken against Owner Trustee or the EAT, as applicable, or its assets other than the Aircraft and any other collateral given to Lender pursuant to any of the other Lien Documents unless taking a judgment against Wells Fargo, Owner Trustee or the EAT, as applicable, is required by applicable law or determined by a court to be necessary to preserve the rights of Lender against the Customers, the Aircraft, any other collateral given to Lender pursuant to any of the other Lien Documents; or (h) limit the right of Lender to proceed against or realize upon any and all of the assets of the Customer or to name any Customer as a party defendant in any action or suit under, and to enforce against the assets of the Customer, or against the Aircraft or any other collateral given to Lender pursuant to the Lien Documents, any judgment obtained by Lender with respect to, this Agreement or any of the other Lien Documents so long as no judgment shall be enforced or taken against Owner Trustee or the EAT, as applicable, or its assets other than the Aircraft and any other collateral given to Lender pursuant to the Lien Documents. 8.8 Jurisdiction. Each Customer 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 in the United States Courts for 17 '330376109 EFTA01071878 (LOAN AGREEMENT (SIN 681)) the Southern District of New York, as Lender may elect or in any other state or federal court as Lender shall deem appropriate, and by execution and delivery of this Agreement, each Customer 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. Each Customer irrevocably consents to service of any summons and/or legal process by first class, certified United States air mail, postage prepaid, to such Customer 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 Lender to bring actions, suits or proceedings in the courts of any other jurisdiction. Each Customer 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, Lender and Customers may bring a judicial proceeding in the Republic of Ireland, solely with respect to matters relating to the International Registry. 8.9 Governing Law: Binding Effect. THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES HERETO 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 each Customer and Lender and their respective successors and assigns (but without limiting the provisions of Section 8.5), except that no Customer may assign or transfer its rights hereunder or any interest herein. 8.10 Jury Waiver. EACH CUSTOMER 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, THE NOTE OR ANY OF THE OTHER LOAN DOCUMENTS. [Signatures On Next Page] 18 'J30376109 EFTA01071879 IN WITNESS WHEREOF, the parties hereto have caused this Loan and Aircraft Security Agreement (SIN 681) to be duly executed and delivered by their proper and duly authorized officers as of the date first above written. BANC OF AMERICA LEASING & CAPITAL, LLC, Lender By: Sy s -7 I— '- Name: 'r4acy A. Doorley Tide: Yhc., President Notice Address: One Financial Plaza, 5th Floor Providence, Rhode Island 02903 ft Operations RANCE ACQUISITIONS, LLC, EAT By: TVPEAT, Inc., Its: Managing Member By: Name: Jeffrey Towers Title: Vice President Notice Address: Go TVPX 1031 Exchange Co. 9 Damonmill Square, Suite 3A2 Concord, MA 01742-2894 AVIONETA HOLDINGS LLC, Customer By: Name: John J. Hannan Title: President and a Member Notice Address: Go Apollo Management, L.P. 9 W. 57° Street, 43rd Floor New York, NY 10019 WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, not in its individual capacity, but solely as Owner Trustee By: Name: Scott Rosevear Title: Vice President Notice Address: 299 South Main Street MAC U1228-120 Salt Lake City, UT 84111 • Ces EFTA01071880 IN WITNESS WHEREOF, the parties hereto have caused this Loan and Aircraft Security Agreement (S/N 681) to be duly executed and delivered by their proper and duly authorized officers as of the date first above written. BANC OF AMERICA LEASING & CAPITAL, LLC, Lender By: Name: Title: Notice Address: One Financial Plaza, 5th Floor Providence, Rhode Island 02903 ft Operations RANCE ACQUISITIONS, LLC, EAT By: 1VPEAT, Inc., Its: Managing Member By: Name: Jeffrey Towers Title: Vice President Notice Address: Go TVPX 1031 Exchange Co. 9 Damonmill Square, Suite 3A2 Concord, MA 01742-2894 AVIONETA HOLDINGS LLC, Customer Notice Address: nnan and a Member Go Apollo Management L.P. 9 W. 57th Street, 43fd Floor New York, NY 10019 SOS WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, not in its individual capacity, but solely as Owner Trustee By: Name: Scott Rosevear Title: Vice President Notice Address: 299 South Main Street MAC U1228-120 Salt Lake City, UT 84111 es EFTA01071881 IN WITNESS WHEREOF, the parties hereto have caused this Loan and Aircraft Security Agreement (Sffil 681) to be duty executed and delivered by their proper and duly authorized officers as of the date first above written. BANC OF AMERICA LEASING & CAPITAL, LLC, Lender By: Name: Title: Notice Address: One Financial Plaza, 5th Floor Providence, Rhode Island 02903 ft Operations RANCE ACQUISITIONS, LLC, EAT By: TVPEAT, Inc., Its: Managing Member By: Nam rey Towers Title: ice President Notice Address: do TVPX 1031 Exchange Co. 9 Damonmill Square, Suite 3A2 Concord, MA 01742-2894 AVIONETA HOLDINGS LLC, Customer By: Name: John J. Hannan Title: President and a Member Notice Address: do Apollo Management, L.P. 9 W. 57th Street, 43rd Floor New York, NY 10019 WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, not in its individual capacity, but solely as Owner Trustee By: Name: Scott Rosevear Title: Vice President Notice Address: 299 South Main Street MAC U1228-120 Salt Lake City, UT 84111 EFTA01071882 IN WITNESS WHEREOF, the parties hereto have caused this Loan and Aircraft Security Agreement (Sill 681) to be duly executed and delivered by their proper and duly authorized officers as of the date first above written. BANC OF AMERICA LEASING & CAPITAL, AVIONETA HOLDINGS LLC, Customer LLC, Lender By: Name: Title: Notice Address: One Financial Plaza, 5th Floor Providence, Rhode Island 02903 ft Operations RANCE ACQUISITIONS, LLC, EAT By: TVPEAT, Inc., Its: Managing Member By: Name: Jeffrey Towers Title: Vice President Notice Address: cio1VPX 1031 Exchange Co. 9 Damonmill Square, Suite 3A2 Concord, MA 01742-2894 By: Name: John J. Hannan Title: President and a Member Notice Address: do Apollo Management, L.P. 9 W. 57th Street, 43n0 Floor New York, NY 10019 WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, not in its individual capacity, but solely as Owner Trustee By: Name: Tide: nt Notice Address: 299 South Main Street MAC U1228-120 Salt Lake City, UT 84111 EFTA01071883 (LOAN AGREEMENT (SIN 681)) ANNEX A DEFINITIONS The following terms shall have the following meanings for all purposes of this Agreement: A. Rules of Interpretation. (1) The following terms shall be construed as follows: (a) "herein," "hereof," "hereunder," etc.: means in, of, under, etc. this Agreement as a whole (and not merely in, of, under, etc. the section or provision where the reference occurs); (b) "including": means including without limitation unless such term is followed by the words "and limited to," or similar words; and (c) "or": means at least one, but not necessarily only one, of the alternatives enumerated. (2) Any defined term used in the singular preceded by "any" indicates any number of the members of the relevant class. (3) Except as otherwise indicated, all the agreements and instruments defined herein or in the Agreement shall mean such agreements and instruments as the same may from time to time be supplemented or amended, or as the terms thereof may be expressly waived or modified to the extent permitted by, and in accordance with, the terms thereof. (4) The terms defined herein and in the Agreement shall, for purposes of the Agreement and the addenda, annexes, schedules, and exhibits thereto, have the meanings assigned to them and shall include the plural as well as the singular as the context requires. B. CTC Terms. Certain of the terms used in the Agreement ("CTC Terms") have the meaning set forth in and/or intended by the tape 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 Aircraft 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", "contract of sale", "sale", "prospective sale', 'proceeds", "international interests", "prospective international interest", "security assignments, '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. C. Other Defined Terms. Affiliate shall mean, with respect to either Lender or any Customer, as applicable, any affiliated Person controlling, controlled by or under common control with such party, 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) the APU and (iv) the Records, and all accessories, additions, accessions, alterations, modifications, Parts, repairs and attachments now or hereafter affixed thereto or used in connection therewith, and all Permitted Replacements and all other 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, APU, and (ii) any and all related Parts. Applicable Law shall mean all applicable laws, statutes, treaties, conventions, judgments, decrees, injunctions, writs and orders of any Governmental Authority and rules, regulations, orders, directives, licenses and permits of any Governmental Authority as amended and revised, and any judicial Annex A Page 1 03037610 9 EFTA01071884 (LOAN AGREEMENT (S/N 681)) or administrative interpretation of any of the same, including the airworthiness certificate issued with respect to the Aircraft, the Cape Town Convention, the UCC, the Transportation Code, all TSA regulations, all FARs, airworthiness directives, and/or any of the same relating to the Collateral generally or to noise, the environment, security, public safety, insurance, taxes and other Impositions, exports or imports or contraband. Applicable Standards shall mean (i) Applicable Law, (ii) the requirements of the Required Coverages, and (iii), with respect to the Airframe or the Engines, 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, and (E) Customer's FM approved maintenance program with respect to the Airframe, the Engines, APUs or Part. APU shall mean (i) the auxiliary power unit described and listed by manufacturer's serial number in Annex C, whether or not hereafter installed on the Aircraft or any other airframe from time to time; (ii) any auxiliary power unit constituting a Permitted Replacement; and (iii) any and all related Parts. Assignee and Assignment shall each have the meanings respectively set forth in Section 8.5 hereof Aviation Counsel shall mean such counsel as Lender may designate from time to time. Aviation Documents shall have the meaning set forth in Section 2 of the Closing Terms Addendum. Avioneta Members shall have the meaning set forth on Annex B hereto. Avioneta Ratification shall have the meaning set forth in Section 5 of the Closing Terms Addendum. Business Day shall mean any day other than a Saturday, Sunday or other day on which banks located in Providence, Rhode Island are closed or are authorized to close. charter or chartering means the provision of on-demand commercial air transportation in accordance with Part 135 of the FARs. Claim shall have the meaning set forth in Section 8.2(b) hereof. Closing Date shall have the meaning set forth in the preamble of this Agreement. Closing Deliverables shall have the meaning set forth in Section 1 of the Closing Terms Addendum. Collateral shall have the meaning set forth in Section 5.1 hereof. Conversion Rider shall mean the Conversion Rider attached to and part of the Agreement, dated as of the date of the Agreement, among Lender and the Customers. Customer Party shall mean the Customers and any Guarantor or other Person guaranteeing, securing, or otherwise agreeing to pay, perform or be responsible for any of the Obligations, together with each of their respective successors, permitted assigns, heirs and estates. Annex A Page 2 133037610 9 EFTA01071885 (LOAN AGREEMENT (SR( 681)) 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. Defective Registration means any failure to cause the Aircraft to be effectively registered with the Registry in the name of Customer in accordance with the Registration Requirements for any reason whatsoever, including should such registration be revoked, canceled or expired or otherwise deemed to have ended or been invalidated pursuant to the Registration Requirements. EAT Assignment shall have the meaning set forth in Section 4.9 hereof. EAT Note shall mean that certain Promissory Note dated August 31, 2011 given by EAT in favor of Owner Trustee. Engine shall mean (i) each of the engines described in Annex C hereto, whether or not hereafter installed on the Airframe or any other airframe from time to time; (ii) any engine constituting a Permitted Replacement; and (iii) any and all related Parts. Escrow Holder shall have the meaning set forth in Section 2 of the Closing Terms Addendum. Event of Default shall have the meaning set forth in Section 6 hereof. Event of Loss with respect to the Aircraft, the Airframe, an Engine, or the 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, (ii) 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 foreign or domestic Governmental Authority ("Requisition of Use"); (iv) as a result of any rule, regulation, order or other action by any foreign or domestic Governmental Authority (including, without limitation, the FAA or any similar foreign Governmental Authority) having jurisdiction, (A) the use of such property shall have been prohibited, or such property shall have been declared unfit for use, for a period of six (6) consecutive months, unless the Customers, prior to the expiration of such six-month period, shall have undertaken and, in the opinion of Lender, shall be diligently carrying forward all steps that are necessary or desirable to permit the normal use of such property by the Customers 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, (B) the Customers shall be required to divest itself of its rights, title or interest in such property, or (C) the then actual hour or cycle limits with respect to such property shall equal or exceed any mandatory hour and cycle limits with respect to such property, beyond which it cannot be operated, (v) with respect to an Engine or the 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 APU is returned to the manufacturer thereof, other than for modification in the event of patent infringement or for repair or replacement (any such return being herein referred to as a 'Return to Manufacture?). The date of such Event of Loss shall be the date of such theft, disappearance, destruction, damage, Requisition of Use, prohibition, unfdness for use for the stated period, removal for the stated period or Return to Manufacturer. Exchange Completion Date shall mean the earlier of (i) the date of the sale or other transfer of the Aircraft from EAT (or the sale or other transfer of the ownership interest in the EAT) to the Owner Trustee and (ii) the date one hundred eighty-one (181) days from the Closing Date. FAA 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 or Governmental Authority succeeding the functions of any of the foregoing, including, where applicable, the TSA. Annex A Page 3 133037610.9 EFTA01071886 (LOAN AGREEMENT (SIN 681)) FAA Bill of Sale shall have the meaning set forth in Section 1(b)(i) of the Closing Terms Addendum. FARs shall mean the Federal Aviation Regulations and any Special Federal Aviation Regulations (Title 14 C.F.R. Part 1 et seq.), together with all successor regulations thereto. GAAP shall mean generally accepted accounting principles consistently applied. Governmental Authority shall mean any court, governmental or administrative body, instrumentality, department, bureau, commission, agency or authority. Guarantor shall mean, collectively, any guarantor or guarantors, as applicable, identified in Annex B and including any successor or permitted assign, heir or estate. Guaranty shall mean, collectively, any guaranty by a Guarantor in favor of Lender, together with all financial covenant amendments, and all other amendments, supplements and attachments thereto. IDERA shall mean the Irrevocable De-Registration and Export Request Authorization, prepared by Lender or an Assignee pursuant to the Protocol, and executed by Customer. Impositions shall have the meaning set forth in Section 4.3 hereof. Indemnified Parties shall have the meaning set forth in Section 8.2(b) hereof. Interested Third Party shall mean any manager, operator (including any charter operator), lessee, time share party, service provider or other third party permitted to have those certain rights and interests, and having such related responsibilities, all as more particularly described in the Operating Consents. Lender's Llen shall have the meaning set forth in Section 5.1 hereof. Lien Documents shall have the meaning set forth in Section 8.7 hereof. Liens shall mean all liens, claims, demands, 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 shall have the meaning set forth in Section 1.1 hereof. Loan Documents shall mean this Agreement, the Note, any Guaranty, any Operating Consents, any hypothecation or other collateral pledge or credit support, and any other documents, agreements, instruments, filings, certificates, opinions or assurances securing, evidencing or relating to the Obligations, whether entered into on or after the Closing Date. Loaner Engine shall have the meaning set forth in Section 4.7(c) hereof. Lost Item shall have the meaning set forth in Section 4.7(b) hereof. Note shall have the meaning set forth in Section 1.2 hereof. Obligations shall mean: (i) the unpaid principal amount of, and accrued interest on, the Note; and (ii) all other indebtedness, obligations or liabilities of any and all Customer Parties owing to Lender, or to any Affiliate of 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 Annex A Page 4 O30376109 EFTA01071887 (LOAN AGREEMENT (SIN 681)) or hereafter arising, including, but not limited to, all indebtedness, obligations or liabilities under, arising out of or in connection with this Agreement, the Note or any of the other Loan Documents. Operating Consents shall mean any and all of the multi-party consents whether entered into on the Closing Date, or thereafter, among the Customers and any Interested Third Parties, in favor of Lender; and in each case, having a form and substance, and executed, delivered, filed and registered, as may be required by Lender in its sole discretion. Organizational Document shall mean any certificate or articles of incorporation or organization, by-laws, partnership certificate .or agreement, or limited liability company operating agreement or other organizational or constitutive document or agreement. Outstanding Balance shall mean, as of the date of determination, the then outstanding principal balance of the Note, together with all then accrued interest thereon, the then applicable prepayment fee (unless otherwise expressly excluded by the prepayment or acceleration provision with respect to which such amount is being determined), and all other amounts then due and payable by any Customer Party under the Note, the Agreement and the other Loan Documents. Part 135 Certificate shall mean an air carrier certificate, with the associated operations specifications, issued in accordance with Part 135 of the FARs. Parts shall mean all appliances, avionics, parts, instruments, appurtenances, accessories, furnishings and other equipment of whatever nature (other than a complete Engine or APU) that may from time to time be incorporated or installed in or attached to the Airframe, the Engines or the APU, and any and all such appliances, avionics, parts, instruments, appurtenances, accessories, furnishings and other equipment removed therefrom so long as the same have not been released from the Lenders Lien pursuant to the applicable terms of the Agreement. Permitted Liens shall mean (a) the Lenders Lien, (b) any Permitted Third Party Agreements, (c) Liens for taxes either not yet due or being contested, and (d) inchoate materialmen's, mechanic's, workmen's, repairmen's, employee's, or other like Liens arising in the ordinary course of business of the Customers for sums not yet delinquent or being contested; except that any such contest described in clauses (c) or (d) must be conducted by the Customers, in good faith, with due diligence and by appropriate proceedings, so long as such proceedings do not involve, in Lender's sole judgment, any material danger of the sale, foreclosure, transfer, forfeiture or loss of the Collateral, or title thereto, the rights of Lender hereunder or Lenders interest therein, and for the payment of which adequate reserves shall have been established in accordance with GAAP or other appropriate provisions satisfactory to Lender have been made; and with respect to any such Lien existing at the time the related Collateral shall become subject to Lender's Lien, such Lien must be effectively subordinated, as and to the extent required in any of the Loan Documents. Notwithstanding the foregoing, in no event shall any Lien held by any Person (other than Lender) against or with respect to any of the Collateral at the time of the making of the Loan or any advance thereof constitute a Permitted Lien, if in the reasonable opinion of Lender such Lien would be deemed pursuant to Applicable Law to have priority over Lender's Lien with respect to such Collateral. Permitted Replacement shall have the meaning provided in Section 4.7(b). Permitted Third Party Agreements shall have the meaning provided in Section 4.4(c). Person shall mean any individual, partnership, corporation, limited liability company, trust, association, joint venture, joint stock company, or non-incorporated organization or Governmental Authority, or any other entity of any kind whatsoever. Primary Hangar Location shall mean the location identified as such on Annex C hereto. Annex A Page 5 ‘33037610 9 EFTA01071888 (LOAN AGREEMENT (SIN 681)) Proceeds shall have the meaning assigned to it in the UCC, and in any event, shall include, but not be limited to, all goods, accounts, chattel paper, documents, instruments, general intangibles, investment property, deposit accounts, letter of credit rights, investment property, deposit accounts 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 of the Customers' 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 Airframe, the Engines or other Collateral, including, without limitation, (A) any and all proceeds of any insurance, indemnity, warranty or guaranty payable to any Customer from time to time, (B) any and all payments (in any form whatsoever) made or due and payable to any Customer from time to time in connection with any requisition, confiscation, condemnation, seizure or forfeiture by any Governmental Authority or any other Person (whether or not acting under color of any Governmental Authority), and (C) any and all other rents or profits or other amounts from time to time paid or payable. Purchase Documents shall mean the purchase documents specified in Section 1(b)(i) of the Closing Terms Addendum. 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 Airframe, the Engines, the APU, all Parts or any other Collateral, including, without limitation, all records (i) required to be maintained by the FAA or any other Governmental Authority having jurisdiction, or by any manufacturer or supplier with respect to the enforcement of warranties or otherwise, (ii) evidencing Customers compliance with Applicable Standards, and (iii) with respect to any maintenance service program. Registerable Interests shall mean all existing and prospective international interests and other interests, rights and/or notices, sales and prospective sales, assignments, subordination, and discharges, in each case, susceptible to being registered at the International Registry pursuant to the Cape Town Convention. Registration Application shall have the meaning set forth in Section 1(b) of the Closing Terms Addendum. Registration Certificate means (i) a currently effective Certificate of Aircraft Registration, AC Form 8050-3, (ii) any other certificate issued to EAT, until the EAT Aircraft Transfer, and thereafter to Owner Trustee, evidencing the currently effective registration of the Aircraft in its name in connection with the operation of the Aircraft in the United States pursuant to the Registration Requirements, or (iii) any other document as may then be required to be maintained within the Aircraft by such Registration Requirements, either together with or in lieu of such certificate. Registration Requirements means the requirements for registering aircraft with the Registry under 49 U.S.C. 44101.44104, and 14 C.F.R. § 47 as then in effect, any successor laws, rules or regulations pertaining to applicants for and holders of a Registration Certificate, the U.S. registration number for the Aircraft, and any such other FARs and other Applicable Laws, in each case as and to the extent pertaining to the registration of EAT's, until the EAT Aircraft Transfer, and thereafter to Owner Trustee's, ownership of the Aircraft with the Registry, including any re-registration or renewal of such registration or replacement of any such Registration Certificate. Registry means the FAA Civil Aviation Registry, Aircraft Registration Branch, or any successor registry having an essentially similar purpose pertinent to the ownership registration of the Aircraft pursuant to the Registration Requirements. Required Coverages shall mean any of the insurance coverages required under this Agreement or any of the other Loan Documents, whether being provided by the Customers, their Affiliates, or by any party to any Permitted Third Party Agreement or any other Third Party Agreement (other than Lender). Annex A Page 6 133037610 9 EFTA01071889 (LOAN AGREEMENT (SIN 681)) Required Registrations shall have the meaning set forth in Section 2(b) of the Closing Terms Addendum. Seller shall have the meaning set forth in Recital A. Third Party Agreements shall mean any and all leases, subleases, interchange agreements, management agreements, charter agreements, pooling agreements, timeshare agreements, engine, airframe or aircraft maintenance programs and any other similar agreements or arrangements of any kind whatsoever relating to the Airframe, the Engines or any of the other Collateral. Transaction Documents shall mean, collectively, the Purchase Documents, the Loan Documents, any and all Permitted Third Party Agreements, and any other document, agreement or instrument entered into for the purposes of effectuating the transactions contemplated in the Loan Documents, or relating thereto. Transaction Parties shall mean, collectively, the Customers and any other Customer Party, and each of the other parties to any of the Transaction Documents, other than Lender. Transportation Code shall mean Subtitle VII of Title 49 of the United States Code, as amended and recodified. Trust Agreement shall mean the Trust Agreement (N624N), dated as of August 24, 2011 between Customer and Owner Trustee. Trust Estate shall have the meaning set forth in the Trust Agreement. TSA shall mean the Transportation Security Administration and/or the Administrator of the TSA, or any Person prGovernmental Authority succeeding the functions of any of the foregoing. UCC shall mean the applicable Uniform Commercial Code as then in effect in the applicable jurisdiction. Annex A Page 7 \330376109 EFTA01071890 ANNEX B LOAN AMOUNT AND CUSTOMER INFORMATION Redated with confidential information EFTA01071891 (LOAN AGREEMENT (SIN 681)) ANNEX C AIRCRAFT DESCRIPTION and PRIMARY HANGAR LOCATION This Annex C is attached to and a part of the Loan and Aircraft Security Agreement (SIN 681), dated August 31, 2011 (the 'Agreement), between among Banc of America Leasing & Capital, LLC, as Lender, Avioneta Holdings LLC, as Customer, Wells Fargo Bank Northwest, National Association, not in its individual capacity, but solely as owner trustee, as Owner Trustee and Rance Acquisitions, LLC, as an exchange accommodation titleholder, as EAT for the purposes contemplated therein. 1. AIRCRAFT DESCRIPTION: The Aircraft is 2002 Gulfstream Aerospace Model G-V airframe that consists of the following components: (a) Airframe bearing FAA Registration Mark N624N and manufacturers serial number 681 (International Registry manufacturer GULFSTREAM and generic dropdown model Gulfstream G-V (GV)); and type certified by the FAA to transport at least eight (8) persons (including crew) or goods in excess of 2750 kilograms. (b) two (2) Rolls-Royce Deutschland Ltd. & Co. KG model BR700-710A1-10 engines bearing manufacturers serial number 11478 and 11479 (International Registry manufacturers ROLLS ROYCE and generic dropdown model BR710); each having at least 550 horsepower or 1750 lbs of thrust or its equivalent. (c) AlliedSignal model RE220-GV auxiliary power unit (s/n P-297). (d) 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 below (and if purchased pursuant to the Purchase Documents, are on board the Aircraft and are in proper working condition): Honeywell SPZ-8500 FCS 6-Tube EFIS Six (6) Honeywell DU-880 Display Units Dual Collins VHF-422C VHF Comms w/ 8.33 Spacing Triple Collins VIR-432 VHF Nays Dual Collins ADF-462 ADF's Dual Collins DME-442 DME's Dual Collins TDR-94D Mode S Transponders (-337 for ADS-B) Triple Honeywell CD-820 CDU's Triple Honeywell NZ-2000 FMS w/ 6.0 Software Dual Honeywell GPS GP-550 Sensor Triple Honeywell LaserRef IV IRS Honeywell HUD 2020 - Head Up Display Kollsman Enhanced Vision System (EVS) Honeywell MCS 7000 Aero H SATCOM Honeywell TCAS 2000 w/Change 7 Honeywell EGPWS Mark V wlWindshear Dual Honeywell RT-300 Radio Altimeters Honeywell Primus 880 Weather Radar Honeywell DL-950 Data Loader Triple Honeywell AZ-840 Digital ADC Dual Honeywell IC-800E Integrated Avionics Artex 406 MHZ ELT w/NAV Interface Dual Collins RTU-4280 Radio Frequency Control Dual Collins HF-9034A I-IF Systems 6-Channel SELCAL Decoder Allied Signal VHF/SAT AFIS DMU Annex C Page 1 \33037610.9 EFTA01071892 (LOAN AGREEMENT (S/N 681)) Dual Honeywell FC-880 Fault Warning Computer Dual Honeywell DA-800 Data Acquisition Units Teledyne 89095 Cockpit Voice Recorder Flight Data Recorder (Part 91 Only) Magnastar C-2000 Flight Phone Triple Honeywell SG-884 Symbol Generators together with all additions, accessions, modifications, improvements, replacements, substitutions, and accessories thereto and therefor, all avionics, onboard equipment, loose equipment, manuals, documentation and technical publications, now owned or hereafter acquired, and all records and logbooks (in written form or as computer data, discs or tapes, whether now existing or hereafter acquired or created, and whether in the possession of Customer or held on behalf of Customer by others). None of the same were furnished by Customer, unless expressly disclosed to Lender. 2. PRIMARY HANGAR LOCATION: The Primary Hangar Location of the Aircraft is and shall be as follows: Teterboro Airport, Teterboro, New Jersey. Annex C Page 2 \33037610.9 EFTA01071893 (LOAN AGREEMENT ISM $81)) CLOSING TERMS ADDENDUM ("Closing Terms Addendum") to Loan and Aircraft Security Agreement (SIN 681) dated as of August 31, 2011 (the "Agreement"), by and between among Banc of America Leasing 8 Capital, US ("Lender"), Avioneta Holdings LLC, ("Avioneta"), Wells Fargo Bank Northwest, National Association, not in its individual capacity, but solely as owner trustee ("Owner Trustee') and Rance Acquisitions, LLC, as an exchange accommodation titleholder ("EAT° and together with Avioneta and the Owner Trustee, the "Customers' and each individually, a 'Customer"). All capitalized terms and certain other terms not defined in this Closing Terms Addendum are defined in the Agreement. Execution of the Agreement by Customer and Lender 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. 1 Closing Deliverables. Prior to making the Loan, Lender shall have received all of the following, in form and substance satisfactory to Lender (the "Closing Deliverables"): (a) the Agreement dated as of the date hereof, and the Note (in the aggregate principal amount of the Loan) dated as of the Closing Date, together with any other applicable Loan Documents, each duly executed by each of the applicable Transaction Parties; (b) (I) the Purchase Agreement, duly executed by Customer or EAT and the seller, copies of the warranty bill of sale and FM Bill of Sale (AC Form 8050.2) (the 'FAA Bill of Sale") conveying title to the Aircraft from the seller to EAT, a copy of the executed FAA Aircraft Registration Application (AC Form 8050-1) (the "Registration Application") for the Aircraft, and such other documents relating to the purchase or conveyance of title as Lender may request; (ii) a copy of the invoice relating to the Loan; and (iii) a pay proceeds letter, executed by Customers, directing Lender to make disbursements of the Loan proceeds (including, if applicable, in accordance with any pre-funding agreements), as and to the extent so agreed by Lender, in its discretion; (c) Certificates of good standing for each of the Customer Parties from their respective states of organization and chief executive offices and principal places of business; (d) a certificate for each of the Customer Parties executed by its secretary or other authorized representative certifying: (i) that the execution, delivery and performance of the Agreement and the other Loan Documents and participation in the transactions contemplated thereby have been duty authorized, (ii) the name(s) of the person(s) authorized to execute and deliver such documents on behalf of such Customer Party together with specimen signature(s) of such Person(s); and (iii) as to the completeness and accuracy of such Customer Party's charter and by-laws, operating agreement and other organizational documents, as applicable, attached to the certificate; (e) [RESERVED] (f) evidence as to the Required Coverages, including, but not limited to, a certificate of insurance, copies of endorsements (including a Lender endorsement), and, if requested by Lender, copies of applicable policies and written confirmation from the insurance underwriter or broker that the insurance coverage provided is in compliance with the requirements of Section 4.6 of the Agreement and any other applicable provisions of the Loan Documents; (9) a copy of the FM Standard Airworthiness Certificate (AC Form 8100-2) for the Aircraft; and, if required by Lender, an inspection report and/or appraisal satisfactory to Lender with respect to the Aircraft prepared by inspector(s) or appraiser(s) acceptable to Lender; (h) FAA and UCC search reports and search certificate from the International Registry, and if the Aircraft or any of the other Collateral is not free and clear of Liens, copies of any required subordinations, releases or terminations of any other prior Liens, and evidence of such other actions having been taken as may then be required to perfect and give first priority to the Lender's Lien against X330376109 EFTA01071894 (LOAN AGREEMENT (SIN 681)) the Aircraft and the other Collateral; and, if required by Lender, title insurance, from an issuer and having such terms, and evidenced by copies of policies or such other assurances as may be required by Lender; regarding the International Registry, evidence that each of Customer and all pertinent Persons (i) are transacting user entities (and identifying the name of their respective administrators), (ii) have designated Aviation Counsel as their professional user entity, and (iii) have taken all other actions which may then be necessary (including, by providing all necessary authority to its administrator) so that all of the Registerable Interests, including any discharges and subordinations, required by the Agreement or the other Loan Documents can be registered with the International Registry in favor of Lender; 0) an LLC Application or statement acceptable to the FAA; (k) (i) a copy of each duly executed Permitted Third Party Agreement (including, if any of the same constitutes a lease, the only chattel paper original thereof) and the related Operating Consent; and (ii) if the Aircraft is to be chartered pursuant thereto, a copy of the manager's or other charter operator's Part 135 Certificate; and (I) (i) an opinion of Counsel for Guarantor addressed to Lender as to such matters incident to the Loan as Lender may reasonably require; and (ii) such other documents, filings, certificates, opinions, assurances and evidence of such other matters, as Lender, Lender's counsel or Aviation Counsel, may reasonably request. 2. Aviation Counsel's Escrow. Prior to Lender's making the Loan, Lender shall have received confirmation from Aviation Counsel and from any other Person holding any Closing Deliverables in escrow (each, an "Escrow Holder), that it is holding in its escrow all of the following (the "Aviation Documents"), if applicable, in proper form for filing with the FAA and otherwise having a form and substance satisfactory to Aviation Counsel: (a) if the Aircraft is not then owned by Customer, the executed FAA Bill of Sale and Registration Application (except for the pink copy, which shall be available to be placed on the Aircraft upon acceptance thereof), each in Customers name; (b) FAA Entry Point Filing Forms (AC Form 8050-135) pertaining to each of the required Registerable Interests, (as determined by Aviation Counsel, and specified therein, the "Required Registrations"); (c) if required, executed releases and any subordinations of any Liens on the Aircraft, and all consents and other directives necessary to register any of the same; (d) such other documents. instructions and consents as are necessary, in the opinion of Lenders counsel and/or Aviation Counsel; and (e) an executed original counterpart of the Agreement and (if requested by Lender) any Permitted Third Party Agreement constituting a lease, together with any related Operating Consent. 3. Other Closing Assurances. On the Closing Date, Lender shall have received: (a) immediately prior to Lender's making the Loan, (i) assurances from Aviation Counsel that upon making the filings and Required Registrations contemplated herein, (A) title to the Airframe and the Engines is vested in the EAT, (B) the Airframe, the Engines, and the other Collateral, will be free and clear of all other Liens of record with the FAA and the International Registry (other than Permitted Liens), and (C) Lenders Lien against the Airframe, the Engines and the other Collateral will be perfected and have first priority; and (ii) confirmation from (A) Customers and each such other party to any Closing Deliverables that immediately upon the disbursement of the funds being advanced or remitted in connection with the Loan in accordance with the pay proceeds letter between Lender and Customers, then automatically and without further action, (1) each Escrow Holder is deemed authorized to complete each of the Closing Deliverables, (2) all of the Closing Deliverables shall be deemed released from escrow and (3) all of the Aviation Documents shall be filed and all Required Registrations shall be made, as contemplated in the Agreement and in the order required by Lender, and (B) Aviation Counsel, that the professional user entity for Customers, and each such other party required to initiate or consent to all of Required Registrations have so initiated or consented to the same; and (b) promptly after Lender has made the Loan, (i) confirmation by Aviation Counsel that the filing of the Agreement, and each of the other documents referenced in Section 2 above has been made \33037610.9 EFTA01071895 (LOAN AGREEMENT (SIN 681)) (and the filing information is reported to the Lender telephonically or electronically); and (ii) a priority search certificate from the International Registry addressed to Lender evidencing that all of the Required Registrations have been duly registered and are searchable. 4. All Other Conditions Satisfied. On the Closing Date, and prior to making the Loan, (a) the representations and warranties contained in the Agreement and the other Loan Documents shall be true and correct in all respects on and as of the date of the making of the Loan or any advance thereof; and (b) any and all of the other conditions to Lender's making the Loan have been satisfied. As and when required thereby, Customers shall have caused the seller of the Aircraft to have complied with all Applicable Laws pertaining to the consummation of the sale of the Aircraft to EAT, consistent with the title, registration and Lien status as contemplated herein. Each Customer acknowledges and agrees that Lenders disbursement of any part or all of the Loan proceeds or its having taken any other actions in furtherance of consummating the transactions contemplated in connection with the Loan, shall not prejudice any of Lender's rights or remedies with respect to any conditions thereto which are not fully and indefeasibly satisfied as and when required in this Closing Terms Addendum; and Lender hereby reserves all of its rights and remedies with respect thereto, unless and to the extent expressly waived in writing by Lenders authorized officer. 5. Post-Closing Matters. Subsequent to Lender's having made the Loan, Customers shall cause the following post-closing matters to have been accomplished to Lenders reasonable satisfaction, on or prior to the below-referenced date: unless the Loan is being made to re-finance the Aircraft, Customers shall: (i) confirm to Lender that pertinent copies of the Registration Application, Standard Airworthiness Certificate and, (if constituting a tease) any Permitted Third Party Agreement and related Operating Consent have been properly placed on the Aircraft, not later than the date of the Aircraft's first flight after EAT takes title thereto; (ii) immediately upon receipt thereof, and at all times thereafter, maintain the permanent Certificate of Registration on-board the Aircraft (iii) for all operations outside the continental U.S., unless the permanent Certificate of Registration is already on-board, Customers and (if applicable) Interested Third Party shall maintain the "fly-time wire" (FM Standard Form 14) on-board the Aircraft; and (iv) pay or cause to be paid, report or cause to be reported, to the appropriate taxing authority, all Impositions as and to the extent payable in connection with the sale of the Aircraft to EAT, by the date and in the amounts and otherwise in compliance with all Applicable Laws. Within 15 Business Days of the Closing Date, Avioneta shall provide a certificate and any other supporting documentation Lender may be request, duly executed by the Avioneta Members, ratifying Avioneta's authority to enter into and, perform the obligations under, the Loan Documents to which it is a party (the "Avioneta Ratification"). 6. Post-Closing Matters with Respect to the Like-Kind Exchange: 1. (A) On or prior to the Exchange Completion Date, if an EAT Aircraft Transfer has occurred, Lender shall have received all of the following, in form and substance satisfactory to Lender: (i) The EAT Assignment, duly executed by Customer, Owner Trustee, the EAT and Guarantor; (ii) 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 Lender, copies of applicable policies and written confirmation from the insurance underwriter or broker that the insurance coverage provided is in compliance with the requirements of Section 4.6 of the Agreement; (iii) copies of: the warranty bill of sale conveying title to the Aircraft from the EAT to Owner Trustee and such other documents relating to the conveyance of title as Lender may request; (iv) copies of the executed FAA Aircraft Registration Application (AC Form 8050-1) in the name of Customer, the FM Bill of Sale (AC Form 8050-2) conveying title to the Aircraft to Customer and the FAA Entry Point Filing Forms (AC Form 8050-135), with respect to the sale of the Aircraft; 1330376109 EFTA01071896 (LOAN AGREEMENT (SIN 681)) (v) if necessary, a LLC statement in support of registration for Customer acceptable to the FAA (the 'LLC Statement") and/or an Owner Trustee Affidavit acceptable to the FAA; and (vi) such other documents, certificates and opinions, and evidence of such other matters, as Lender, Lender's counsel or FAA Counsel, may reasonably request. On or prior to the Exchange Completion Date, if a transfer of 100% of the membership interests in the EAT has occurred, Lender shall have received all of the following, in form and substance satisfactory to Lender: (i) a duly executed copy of the Transfer Agreement; and (ii) such other documents, certificates and opinions, and evidence of such other matters, as Lender, Lenders counsel or FAA Counsel, may reasonably request. 2. On or prior to the Exchange Completion Date, if an EAT Aircraft Transfer has occurred, Lender shall have received evidence that FAA Counsel has received in escrow: (i) the executed FAA Aircraft Bill of Sale (AC Form 8050-2) in the name of Customer and the executed FAA Aircraft Registration Application (AC Form 8050-1) in the name of Owner Trustee (except for the pink copy, which shall be available to be placed on the Aircraft upon acceptance thereof) and executed FAA Entry Point Filing Forms (AC Form 8050-135); (ii) one (1) fully executed counterpart of the Assignment; (iii) if necessary, the LLC Statement; and (iv) such other documents as are necessary, in the opinion of Lender's counsel and/or FAA Counsel to vest good title to the Aircraft in the name of Owner Trustee and to perfect Lenders first priority security interest in the Aircraft; all the foregoing being in proper form for filing with the FAA. 3. On the Exchange Completion Date, Lender shall have received assurances from FAA Counsel satisfactory to Lender, in form and substance satisfactory to Lender, that (i) the Aircraft (including the Airframe and Engines) is free and clear of all other Liens of record with the FAA and the International Registry, other than the Agreement, (ii) if an EAT Aircraft Transfer has occurred, upon filing of the FAA Aircraft Bill of Sale (AC Form 8050-2) and an applicable International Registry registration in the name of Owner Trustee, title to the Airframe will be vested in Owner Trustee, (iii) Lender has a valid and perfected security interest in the Aircraft (including the Airframe and the Engines) and (iv) the registration of the International Interests have been consented to by all parties and that said International Interests are searchable at the Intemational Registry. 4. On the Exchange Completion Date, if an EAT Aircraft Transfer has occurred, Lender and FAA Counsel shall receive confirmation (which confirmation shall be satisfactory to Lender and FAA Counsel) by EAT and Owner Trustee's respective Professional User Entities that each such party has consented to the registration of all International Interests (including all required Final Consents). 5. On the Exchange Completion Date, if an EAT Aircraft Transfer has occurred, Lender shall receive a Priority Search Certificate from the International Registry addressed to Lender evidencing that the sale of the Aircraft to Owner Trustee, Lender's International Interest in the Aircraft and any Associated Rights have been duly registered therein and are searchable. U30376109 EFTA01071897 CONVERSION RIDER TO LOAN AND AIRCRAFT SECURITY AGREEMENT (SIN 681) Redated with confidential information EFTA01071898 Dated as of. t .2011 LENDER: CUSTOMER: BANC OF AMERICA LEASING & CAPITAL, LLC AVIONETA HOLDINGS LLC C Name: l iracv A. Doorley Vice President / Title: Title: President and a Member By: By: Name: John J. Hannan OWNER TRUSTEE: EAT: WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, not in its individual capacity, but solely as owner trustee RANCE ACQUISITIONS, LLC By: TVPEAT, Inc. Its: Managing Member By: By: Name: Scott Rosevear Name: Jeffrey Towers Title: Vice President Title: Vice President Conversion Rider EFTA01071899 Dated as of. 3l , 2011 LENDER: BANC OF AMERICA LEASING & CAPITAL LLC BY: Name: OWNER TRUSTEE: WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, not in its individual capacity, but solely as owner trustee BY: Name: Scott Rosevear Tale: Vice President CUSTOMER: AVIONETA HOLDINGS LLC By. Name: 6 Title: President and a Member EAT: RANCE ACQUISITIONS, LLC By: TVPEAT, Inc. Its: Managing Member By: Name: Jeffrey Towers Title: Vice President Conversion Wider EFTA01071900 Dated as of: , 2011 LENDER: CUSTOMER: BANC OF AMERICA LEASING & CAPITAL, LLC AVIONETA HOLDINGS LLC By: By: Name: Name: John J. Hannan Title: Title: President and a Member OWNER TRUSTEE: EAT: WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, not in its individual capacity, but solely as owner trust By: Name: Scott Title: Vice President RANCE ACQUISITIONS, LLC By: TVPEAT, Inc. Its: Managing Member By: Name: Jeffrey Towers Title: Vice President Conversion Rider EFTA01071901 Dated as of: , 2011 LENDER: BANC OF AMERICA LEASING & CAPITAL, LLC By: Name: Tide: OWNER TRUSTEE: WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, not in its individual capacity, but solely as owner trustee By: Name: Scott Rosevear Title: Vice President CUSTOMER: AVIONETA HOLDINGS LLC By: Name: John J. Hannan Title: President and a Member EAT: RANCE ACQUISITIONS, LLC By: TVPEAT, Inc. Its: Managing Member By: Name: Je ey Towers Title: Vice President Conversion Rider EFTA01071902 EXHIBIT B LEASE 133069471 5 EFTA01071903 AIRCRAFT DRY LEASE AGREEMENT THIS AIRCRAFT DRY LEASE AGREEMENT (the "Lease") is made and entered into this 31,, t- day of August, 2011 by and between Rance Acquisitions, LLC, a Delaware limited liability company, with a place of business at do TVPX, Nine Dainonmill Square, Suite 3A2, Concord. MA 01742-2894, U.S.A. (hereinafter referred to as "Lessor") and Wells Fargo Bank Northwest, not in its individual capacity but solely as owner trustee (hereinafter referred to as "Lessee") with reference to the following facts: WITNESSETH: WHEREAS, Lessor is legal owner of one (1) Gulfstreant Aerospace G-V aircraft, bearing manufacturer's serial number 681, currently registered with the Federal Aviation Administration as N624N, which is capable of carrying at least 8 people (including crew), (listed on the International Registry drop down menu as GULFSTREAM Gulfstream GV (GV)), equipped with two (2) Rolls Royce Deutschland Ltd & Co KG BR700-710A1-10 engines, bearing manufacturer's serial numbers 11478 and 11479, each of which has at least 1,750 lbs. of thrust or its equivalent, (listed on the International Registry drop down menu as ROLLS ROYCE BR710) (hereinafter referred to as the "Aircraft"); and WHEREAS, Lessor has agreed to dry lease the Aircraft to Lessee, and Lessee has agreed to dry lease the Aircraft from Lessor, upon the terms and subject to the conditions set forth herein; NOW THEREFORE, in consideration of the mutual foregoing premises and the covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties intending to be legally bound, agree as follows: 1. Lease Term. Lessor hereby dry leases the Aircraft to Lessee without crew, and Lessee hereby dry leases the Aircraft front Lessor without crew, upon the terms and subject to the conditions set forth herein. The term of the Lease (the "Term") shall commence on the date first written above (the "Commencement Date") and, unless sooner terminated in accordance with its terms, shall terminate on the 180th day after the Commencement Date. At the expiration or termination of the Term. except as otherwise provided herein, Lessee shall re-deliver the Aircraft to Lessor in accordance with the requirements of Section 14 of this Lease. Notwithstanding the foregoing, in the event that Lessee is entitled to the relief described in Section 17 of Rev. Proc. 2007-56 or to any other extension of the deadlines under Rev. Proc 2000-37 as a result of a major disaster declaration by the President or otherwise, the time periods described herein and the corresponding deadlines in the other documents referenced in this Lease shall be automatically extended for the duration of such extension. -1- initials EFTA01071904 2. Delivery and Acceptance. Lessor will deliver the Aircraft to Lessee upon the Commencement Date in the Commonwealth of Massachusetts to be flown away to Teterboro, New Jersey where the Aircraft will be hangered and domiciled during the Term hereof. Lessee agrees to accept such delivery on the date on which Lessor acquires legal title to the Aircraft. No inspections or demonstration flights shall be conducted by or for the benefit of Lessee, and Lessee shall have no right to reject the Aircraft or refuse to execute and deliver this Lease. The execution of this Lease by Lessee shall evidence that the Aircraft is leased under, and is subject to all of the terms, provisions and conditions of, this Lease, and shall constitute Lessees unconditional and irrevocable acceptance of the Aircraft for all purposes of this Lease. Upon the execution and delivery by Lessee of the Lease, (i) it shall conclusively be presumed that Lessee has approved and accepted delivery of the Aircraft "as is. where is- in its then-current condition and state of repair. with all faults, limitations and defects (whether hidden or apparent), regardless of cause, and (ii) Lessee shall have no claim against Lessor for breach of any representation or warranty regarding the Aircraft, whether expressed or implied. 3. Use and Operation of Aircraft. Lessee shall be responsible for complying with the requirements of the FSDO notification of first flight under lease set forth in Section 91.23(c)(3) of the Federal Aviation Regulations (-FAR"). Lessee (or any user permitted under Section 15 hereof ("Permitted Sublessee")) will be in operational control of the Aircraft throughout the Term hereof and will utilize the Aircraft only in the manner permitted under the Lease. Lessee and any Permitted Sublessee agree not to operate or locate the Aircraft or to allow the Aircraft to be operated or located (i) in any area excluded from coverage by any insurance policy in effect with respect to the Aircraft, (ii) in any area to which travel or flights are restricted or prohibited by law, (iii) in areas that are war zones or recognized as threatened or actual areas of hostilities, or (iv) in any area which, for whatever reason, to a prudent operator of similar aircraft would present an unreasonable risk of harm to such Aircraft or to passengers or property on such Aircraft.. Lessee will operate the Aircraft hereunder in compliance with all laws of governmental bodies having jurisdiction over Lessee or the Aircraft (including, without limitation the applicable provisions of the FARs, the approved maintenance program, the airworthiness certificate, license, registration and insurance policy relating to the Aircraft. Lessee shall maintain in full force and effect all authorizations as are from time to time required for the use and operation of the Aircraft by Lessee hereunder. -2- initials EFTA01071905 4. Flight Crew. Lessee (or its Pennitted Sublessee) shall obtain at its sole cost and expense the services of a fully qualified and properly certified and trained flight crew who are authorized under the insurance coverage for the Aircraft to operate the Aircraft during the Term. The pilots operating the Aircraft for Lessee or its Permitted Sublessee hereunder will, at all times, be duly qualified and will hold any certificate, rating, type rating or endorsement appropriate to the Aircraft, purpose of flight, condition of flight or as otherwise required by the FARs, and shall meet all currency of flight, medical certification and other requirements specified by the insurance policies required under this Lease and the FAA. 5. Maintenance. Lessee shall at all times during the Term of this Lease, at its own expense, keep (or cause to be kept) the Aircraft in good and efficient working order, condition and repair, ordinary wear and tear excepted, and shall make all inspections and repairs required by all applicable laws, regulations and insurance policies. Lessee shall at its sole cost and expense, maintain, service, repair and overhaul the Aircraft (or cause to be maintained, serviced, repaired or overhauled) as required to meet the standards of the FAA and to keep the Aircraft currently registered, certificated and airworthy under and in accordance with requirements of the FAA. In addition, Lessee shall comply with (or cause to be complied with) all applicable service, maintenance, repair and overhaul regulations, airworthiness directives and instructions of the FAA and all appropriate maintenance, service, repair and overhaul manuals and mandatory service bulletins published by the manufacturers of the airframe, engines, propellers, accessories, and parts installed on the Aircraft. All flight records, logs, flight manuals and other materials shall be made available by Lessee to Lessor for inspection at such times and places as Lessor may reasonably request upon reasonable prior written notice. Without limiting the generality of the foregoing, Lessee shall, at its own expense, perform (or cause to be performed); (i) all repairs, inspections and maintenance required by the manufacturer's recommended maintenance program delineated in the applicable maintenance manual and the FARs; (ii) all other repairs and maintenance as may be necessary to enable the airworthiness certification of the Aircraft to be maintained in good standing at all times under the applicable rules and regulations of the FAA or other governmental airworthiness authority having jurisdiction over the Aircraft; and (iii) any other repairs, inspections and maintenance, as may be required to maintain the Aircraft and its engines in the same condition as when received from Lessor, normal and reasonable wear and tear from ordinary use excepted. So long as no Event of Default (as defined below) shall have occurred and be continuing, Lessor hereby authorizes Lessee during the Term to assert for Lessor's account all of its right, title and interest in, under and to any warranties in respect of the Aircraft issued by the manufacturer or vendor of the Aircraft or any part or component thereof, and agrees -3- initials EFTA01071906 to execute and deliver such further instruments as may be reasonably necessary to enable Lessee to enforce such warranties. 6. Alterations. Lessee shall make any alterations, improvements or additions to the Aircraft that are required by law or regulation. Lessee shall not make any permanent change or alteration in the Aircraft or its equipment or accessories which would decrease the value or marketability of the Aircraft without the consent of the Lessor. In the event any parts or accessories become inoperative or unserviceable while the Aircraft is in the possession of Lessee, Lessee shall install substitute units. All such parts and accessories shall be in good working order upon return of the Aircraft to Lessor. Any and all replacements or alterations made pursuant to this Section 6 shall be at the expenses of Lessee and shall constitute accessions to the Aircraft and title thereto shall be and remain in Lessor, unless otherwise specifically agreed to in writing between the parties. 7. Rent; Net Lease. In consideration of the lease of the Aircraft, Lessee agrees to pay Lessor, as basic rent monthly in arrears, an amount equal to the monthly installments of interest owed to Lessee and Banc of America Leasing & Capital, each as Lender to Lessor plus one dollar ($1.00) per month on the same day of each successive calendar month during the Term as the Commencement Date or, if different, the date(s) on which the monthly installments are due to such Lender. Rent shall be pro-rated on a daily basis for any partial months at the beginning or end of the Term. This is an absolute Net Lease, and all Rent and other sums payable by Lessee shall be paid promptly when due hereunder without notice or demand of any kind, and without counterclaim, set-off, deduction, recoupment or any defense that Lessee may have against Lessor or any other person. Lessee's obligation for the payment of Rent hereunder is and shall be absolute and unconditional, and there shall be no abatement, suspension, deferment or diminution in the Rent by reason of, and the obligations and liabilities of Lessee under this Lease shall not be affected by, any circumstances or occurrences whatsoever, including, without limitation, (i) any restriction or prevention of, or interference with, any use of the Aircraft, or any part thereof; (ii) any defect in the condition, airworthiness, design, operation, quality or fitness for use of the Aircraft or any part thereof; (iii) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings by or against Lessee or any action taken with respect to this Lease by any trustee or receiver of Lessee or by any court in any such proceeding; or (iv) any change, extension, waiver, sufferance or other action or omission in respect of any obligation or liability of I ••=4.-• B. Payments. All payments by Lessee to Lessor pursuant to the terms hereof shall be made when due to Lessor at such place as Lessor or its assigns may direct to Lessee. -4- initials EFTA01071907 9. Taxes. As used in this Lease, the term "Taxes" shall mean any and all fees (including, without limitation, license, documentation and registration fees), taxes (including, without limitation, gross receipts, sales, rental, use, turnover, value-added, property (tangible and intangible), excise and stamp taxes, licenses, levies, imposts, duties or withholding of any nature, together with any assessments, penalties, fines, additions to tax and/or interest thereon. Lessee shall pay, assume liability for, and indemnify Lessor from and against any and all Taxes that may from time to time be imposed or asserted against Lessor, the Aircraft or the basic rent or supplemental rent (collectively, "Rent") by any federal, state or local government or any other taxing authority in connection with this Lease or the transaction contemplated hereby. At the request of Lessor. Lessee, as Lessor's agent if necessary. shall file all required ad valorem property tax reports and returns with respect to the Aircraft for all periods after the Commencement Date, with all appropriate governmental agencies, and pay any and all such Taxes prior to the last date on which such Taxes can be paid without penalty. Lessee shall forward a copy of the paid receipt and the property tax bill to Lessor at its notice address under Section 18 within 30 days after such payments. Lessee shall not be obligated to pay or reimburse any amount under this Section 9 so long as it shall in good faith and by appropriate proceedings be contesting the validity or the amount thereof in any reasonable manner and so long as Lessor shall have determined in its reasonable judgment that the action to be taken will not result in the sale, forfeiture or loss of, or the creation of a lien on, the Aircraft other than property tax liens which relate to Taxes which are not yet payable and which will be removed by proper and timely payment thereof. Lessee agrees to indemnify Lessor against any loss, claim, demand or expense, including reasonable legal expense, resulting from such contest. Lessor agrees to cooperate reasonably with and support Lessee, at Lessee's sole cost and expense. in Lessee's contest of any Taxes required to be paid or indemnified against by Lessee. If state or local law requires that a tax contest be conducted in the name of Lessor, then Lessor shall cooperate reasonably with Lessee, at Lessee's expense, to conduct such contest. The obligations and liabilities of Lessee under this Section 9 which arise during the Tenn of this Lease shall continue in full force and effect notwithstanding the termination of this Lease, whether by expiration of time, by operation of law or otherwise. Lessee shall bear the burden of any penalties and interest incurred with respect to the foregoing Taxes. -5- initials EFTA01071908 10. Insurance. Lessee shall bear the risk of loss, damage, theft or destruction, partial or complete, of the Aircraft during the Term of this Lease from whatsoever source arising and shall not be released from its obligations hereunder in the event of any damage to the Aircraft or any part thereof or any event of loss relating thereto. During the Tenn of this Lease. Lessee shall, at Lessee's expense. maintain "all-risk" physical damage hull insurance on the Aircraft (covering both ground and flight operations), including its engines, instruments and accessories, in an amount not less than the greater of the full replacement value of the Aircraft or 100% of the then aggregate outstanding principal amount of any promissory note(s) entered into by Lessor to purchase the Aircraft; and Combined Liability Coverage for bodily injury and property damage in an amount not less than $200,000,000. Each insurance policy required hereunder shall be primary without right of contribution from any other insurance carried by Lessor. Such hull insurance shall (subject to any contractual obligation of Lessor under any security agreement or mortgage on the Aircraft) name Lessor as the loss payee and shall contain a breach of warranty provision in favor of Lessor and shall contain a waiver by the insurer of any subrogation rights against Lessor. Such liability insurance shall cover both Lessor and Lessee against all claims for death of or injury to persons, or loss of or damage to property in connection with the possession, use or operation of the Aircraft. In addition, Lessee shall maintain during the Term Workers Compensation and Employer Liability Coverage in an amount not less than the applicable statutory minimums, covering all employees of Lessee whose work relates to the Aircraft. Evidence in a form and substance satisfactory to Lessor of such insurance coverage shall be delivered to Lessor at or prior to the delivery of the Aircraft. In the event of loss or damage to the Aircraft, Lessee shall immediately report such loss or damage to Lessor, to the insurance companies underwriting such a risk, and to any and all applicable governmental agencies, both federal and state, and shall furnish such information and execute such documents as may be required and necessary to collect the proceeds from the insurance policies. In this event, the rights, liabilities and obligations of the parties hereto shall be as follows: In the event that the Aircraft is lost or damaged beyond repair, the proceeds of the hull insurance shall be payable to Lessor (subject to any contractual obligation of' Lessor under any security agreement or mortgage on the Aircraft). (ii) In the event that the Aircraft is partially damaged, the Rent shall not abate and Lessee shall utilize the insurance proceeds to promptly fully repair the Aircraft in order that the Aircraft shall be -6- initials EFTA01071909 placed in die same condition as it was prior to the damage. Lessor shall have the right to approve all repairs made by Lessee. (iii) In the event an engine of the Aircraft is lost, destroyed or damaged beyond repair, the Rent shall not abate and Lessee shall utilize the insurance proceeds to promptly replace such engine with an engine of like or better condition titan such engine immediately prior to the loss, destruction or damage, and of a comparable or improved model by the same or another manufacturer suitable for installation and use on the airframe of the Aircraft. At Lessor's request, Lessee will execute and deliver to Lessor a Bill of Sale for any such replacement engine and any 'precautionary- financing statements that Lessor may deem reasonably necessary to protect Lessor's interests in such replacement engine. Any and all replacements or repairs of all or part thereof made in accordance with this Section 10 in excess of the insurance proceeds shall be at the cost and expense of Lessee and shall constitute accessions to the Aircraft and title thereto shall vest and remain in Lessor. II. Registration and Ownership. Lessee shall be responsible for assuring that the Aircraft is at all times during the Term duly registered in the name of Lessor under 49 U.S.C. 44101-44104 and under all applicable state and local laws and regulations. At Lessor's written request. Lessee shall place and at all times during the Term maintain in the cockpit of the Aircraft in a location reasonably adjacent to the Airworthiness Certificate and on each engine, a metal nameplate identifying the ownership interest of Lessor in the Aircraft, stating Lessor's name and the subtitle "Owner and Lessor". At all reasonable times during the Term, Lessor or its authorized representatives may inspect the Aircraft (including during any maintenance) and the books and records of Lessee relating to the operation and maintenance thereof upon reasonable prior written notice to Lessor. provided that such inspections do not interfere with the operations of Lessee. Lessor shall have no duty to make any such inspection and shall not incur any liability or obligation by reason of not making any such inspection. 12. Indemnification. Lessee agrees to defend, indemnify and hold Lessor harmless from and against all damages, suits, claims, fees, losses (including costs and expenses and reasonable out-of- pocket attorneys' fees. collectively, "Losses") incurred by or asserted against Lessor (including any of the foregoing in connection with negligence or any form of imputed, vicarious, strict or absolute liability or breach of express or implied warranty) for injury to or death of persons or loss of or damage to property (including the Aircraft itself) arising out of or in any manner connected with the manufacture, possession, condition, -7- initials EFTA01071910 use or operation of the Aircraft by the Lessee during the Term of this Lease, other than any Losses caused by or arising from the gross negligence or wilful misconduct of Lessor. The provisions of this Section 12 shall be in addition to any indemnities or other obligations of the Exchangor under that Qualified Exchange Accommodation Agreement relating to the Aircraft dated on or around the date hereof an shall continue in MI force and effect notwithstanding the termination of this Lease, whether by expiration of time, by operation of law or otherwise. Lessor shall give Lessee reasonably prompt notice of any claim or liability hereby indemnified against. At Lessor's request, Lessee shall be entitled to control, and shall assume full responsibility for, the defense of such matter. 13. Default. The occurrence of any one or more of the following shall constitute an Event of Default hereunder: (i) Lessee shall fail to pay any Rent as provided in Section 7 or Section 9 thereof or any other payment hereunder within five days after it is due; (ii) except as provided in this Section 13(iii)-(vii), a violation or default by Lessee or any Permitted Sublease of any term, obligation or condition of a non-monetary nature set forth in this Lease, together with a failure to cure within 20 days after receipt by Lessee of written notice of such violation or default from Lessor; (iii) if the Aircraft is operated by Lessee or any other party in violation of any law, regulation, directive or order of any governmental authority or in violation of any provision of any insurance policy contemplated by this Lease; (iv) if any warranty or representation made by Lessee herein shall prove to be false in any material respect; (v) the lapse of insurance coverage required to be kept in force by Lessee hereunder; (vi) Lessee shall (1) apply for or consent to the appointment of a receiver, trustee or liquidator of itself or of all or a substantial part of its assets; (2) be unable, or admit in writing its inability to pay its debts as they become due; (3) make a general assignment for the benefit of creditors; (4) be adjudicated bankrupt or insolvent: (5) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or -8- initials EFTA01071911 to take advantage of any insolvency law or an answer admitting the material allegations of a petition filed against it in any bankruptcy, reorganization or insolvency proceeding; or (6) take corporate action for the purpose of effecting any of the foregoing; or (vii) An order, judgment or decree shall be entered without the application, approval or consent of Lessee, by any court of competent jurisdiction, approving a petition seeking reorganization of Lessee or appointing a receiver, trustee or liquidator of Lessee. of all or a substantial pail of the assets of Lessee, and such order. judgment or decree shall continue unstayed and in effect for any period of 60 consecutive days and subject to the limitations set forth therein. Upon the occurrence and during the continuation of any such Event of Default, Lessor, at its option, may exercise any one or more of the following remedies: (a) by notice in writing, terminate the Lease, whereupon all rights of Lessee to the use of the Aircraft shall absolutely cease and terminate but Lessee shall remain liable as hereinafter provided; and thereupon Lessor may cause Lessee at its expense promptly to return the Aircraft to the possession of lessor, or Lessor at its option may, subject to Lessee's safety and security regulations and during normal business hours, enter upon the premises where the Aircraft is located and take immediate possession of and remove such Aircraft; (b) proceed by appropriate court action to enforce performance by Lessee of the applicable covenants and terms of this Lease or to recover damages for the breach thereof; or (c) exercise any other right or remedy which may be available to it under applicable law or in equity. A termination hereunder shall occur only upon notice by Lessor. No remedy referred to herein is intended to be exclusive, but each shall be cumulative and in addition to any other remedy referred to above or otherwise available to Lessor at law or in equity. No express or implied waiver by Lessor of any Event of Default hereunder shall in any way be, or be construed to be, a waiver of any future or subsequent Event of Default. No delay by Lessor in exercising or failure by Lessor to exercise any right, power or remedy under this Lease shall constitute a waiver, and any waiver by Lessor on any one occasion shall not be construed as a waiver on any future occasion or for any other purpose. Any single or partial exercise of any particular right by Lessor shall not exhaust the same or constitute a waiver of any other right provided herein. -9- initials _ EFTA01071912 14. Surrender. At the expiration or termination of this Lease, Lessee shall at its expense. return the Aircraft to Lessor to such place as agreed to in writing by the parties, free and clear of all liens and encumbrances created by the acts or omissions of Lessee or any sublessee, in the same operating order, repair, condition and appearance as when accepted, reasonable wear and tear excepted, and Lessee shall arrange and pay for such repairs, if any, as are necessary to place the Aircraft in said condition. 15. Assignment and Subletting by Lessee. EXCEPT AS OTHERWISE PROVIDED HEREIN, NO ASSIGNMENT, TRANSFER, MORTGAGE OR OTHER CHARGE OR LIEN MAY BE MADE BY LESSEE OF ANY OF ITS RIGHTS OR INTERESTS WITH RESPECT TO THE AIRCRAFT, ANY ENGINE OR ANY PART OF THIS LEASE. LESSEE SHALL NOT, WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR, ASSIGN THIS LEASE, SUBLEASE THE AIRCRAFT OR ANY ENGINE AT ANY TIME, OR ALLOW ANY OTHER PERSON TO HAVE OPERATIONAL CONTROL OF THE AIRCRAFT. NOTWITHSTANDING THE FOREGOING, LESSOR GRANTS LESSEE THE LIMITED RIGHT TO ENTER INTO A SUBLEASE AGREEMENT OR MANAGEMENT AGREEMENT WHICH WILL ALLOW THE SUBLESSEE OR MANAGER TO OPERATE THE AIRCRAFT IN PART 91 OR PART 135 OPERATIONS, PROVIDED THAT LESSEE AND SUCH SUBLESSEE OR MANAGER SHALL EACH BE FULLY RESPONSIBLE FOR COMPLIANCE WITH ALL OF LESSEES OBLIGATIONS AND THE OTHER TERMS AND CONDITIONS OF THIS LEASE. 16. Expenses. Lessee shall pay any and all expenses, charges, fees or assessments payable by reason of this Lease or the ownership of the Aircraft by Lessor or the possession, use and operation of the Aircraft by Lessee. If Lessor pays any such charges, Lessee shall reimburse Lessor upon demand as supplemental rent. In addition, if Lessee fails to perform or comply with any of the terms contained herein, Lessor may perform or comply with such terms and Lessee shall reimburse Lessor the cost of such performance and compliance upon demand as supplemental rent. 17. Disclaimer of Warranties. THE AIRCRAFT SHALL BE DELIVERED TO LESSEE IN AN "AS IS" CONDITION. LESSOR MAKES NO REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THE DESIGN OR CONDITION OF THE AIRCRAFT, THE AIRFRAME OR ANY ENGINE, THEIR -10- initials EFTA01071913 MERCHANTABILITY, DURABILITY, AIRWORTHINESS, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, OR THE QUALITY OF THE MATERIAL OR WORKMANSHIP OF THE AIRCRAFT, AIRFRAME OR ANY ENGINE. LESSOR HEREBY SPECIFICALLY DISCLAIMS ANY SUCH REPRESENTATION OR WARRANTY, WHICH DISCLAIMER LESSEE HEREBY ACKNOWLEDGES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, LESSOR SHALL NOT BE LIABLE OR RESPONSIBLE FOR ANY DEFECTS, EITHER PATENT OR LATENT (WHETHER OR NOT DISCOVERABLE BY LESSOR OR LESSEE), IN THE AIRCRAFT, THE AIRFRAME, OR ANY ENGINE, OR FOR ANY DIRECT OR INDIRECT DAMAGE TO PERSONS OR PROPERTY RESULTING THEREFROM, OR FOR LESSEE'S LOSS OF USE OF THE AIRCRAFT, AIRFRAME OR ANY ENGINE OR FOR ANY INTERRUPTION IN LESSEE'S BUSINESS CAUSED BY LESSEE'S INABILITY TO USE THE AIRCRAFT, AIRFRAME OR ANY ENGINE FOR ANY REASON WHATSOEVER. 18. Notices. All notices and other communications required or permitted to be given under this Lease shall either be hand-delivered, or sent by confirmed facsimile, Federal Express (or other nationally-utilized overnight delivery service), or certified or registered mail (return receipt requested). addressed to the other party at its address set on page I. Notices to Lessor shall be sent to the attention of Tobias Kleitman. Notices to Lessee shall be sent to the attention of John J. Hannan or to such other person as may from time to time be designated in writing to the other party for that purpose. Notices shall be deemed to have been given and made on the business day on which hand-delivered or sent by confirmed facsimile, one business day after having been sent by nationally utilized overnight delivery service or five business days after having been mailed as hereinabove provided. The facsimile number for Lessor is 1-978-287-0055. The facsimile number for Lessee is 1-801-246-5053. For purposes of this Lease. a "business day" is any day (other than a Saturday or Sunday) on which banks in Boston, Massachusetts are authorized or required to be open for business. 19. Legal and Other Fees. In the event of any dispute, litigation or arbitration between the parties with respect to the subject matter of this Lease, the unsuccessful party shall pay to the successful party all costs and expenses, including, without limitation, reasonable attorneys' fees. incurred in connection therewith by the successful party, all of which shall be included in and as a part of the judgment or award rendered in such dispute, litigation or arbitration. For purposes of this Lease, the term "successful party" shall mean the party which achieves substantially the relief sought, whether by judgment, order, settlement or otherwise. -I I- initials EFTA01071914 20. Amendment; Severability. The terms of this Lease may not be modified, waived or amended other than by an instrument in writing executed by Lessor and Lessee. If any provision of this Lease conflicts with any statute or rule of law of the Commonwealth of Massachusetts or any federal or international authority having jurisdiction over the Lease or the Aircraft or is otherwise unenforceable, such provision shall be deemed null and void only to the extent of such conflict or unenforceability, and shall be deemed separate from and shall not invalidate any other provision of this Lease. 21. Governing Law: Cane Town Convention. Except as otherwise provided below, this Lease, and the rights and obligations of the parties hereunder, shall be governed by, and construed and enforced in accordance with the laws of the Commonwealth of Massachusetts. Except as otherwise provided below, jurisdiction for any disputes arising under this Lease shall be in the state and federal courts of and for the Commonwealth of Massachusetts; provided, however, that Lessor may in its sole discretion pursue its rights and remedies in state and federal courts in any state having jurisdiction over the parties or the Aircraft. The filing of this Lease pursuant to Federal Aviation Regulation 91.23 and any recordation of this Lease with the Federal Aviation Administration shall be made and interpreted in accordance with applicable U.S. law. Furthermore, if this Lease is subject to the official texts of the Convention on International Interests in Mobile Equipment and 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 in Cape Town, South Africa, (collectively the "Convention and Aircraft Protocol"), then the recordation of this Lease shall also be registered in accordance with the Convention and Aircraft Protocol and the Regulations of the International Registry issued pursuant thereto. Lessor and Lessee each consent to the registration of this Lease and agree to timely obtain all required registrations, authorizations and approvals. Each party is hereby authorized to bring an action against the Registrar of the International Registry in Ireland relating to the registration of this Lease. 22. Ownership: Further Assurances. Lessee acknowledges and agrees that legal title to the Aircraft shall be vested in Lessor, it being expressly understood that this Lease is an agreement of Lease only. Lessee shall keep the Aircraft free from any markings or labeling which might be interpreted as a claim of ownership thereof by Lessee or any party other than Lessor or its assigns. Lessee agrees to reasonably cooperate to protect Lessor's interest in the Aircraft and under this Lease by promptly perfonning any one or more of the following acts at Lessor's request: (i) executing statements acknowledging Lessor's title to and ownership of the Aircraft; -12- initials EFTA01071915 (ii) executing and filing all necessary sales/use tax returns and payment of Taxes as provided in Section 9. hereof; (iii) executing such other documents or taking such other actions as Lessor may reasonably request from time to time, to implement the agreements of the parties hereto or to comply with the Convention and Aircraft Protocol. 23. Asslenment by Lessor. Lessor may at any time with the prior written consent of Lessee, transfer, assign or grant a security interest in its rights in this Lease, the Aircraft and/or the Rent and other sums at any time due and to become due, or at any time owing or payable by Lessee to Lessor under any of the provisions of this Lease. Lessee acknowledges and agrees that from and after the receipt by Lessee of written notice of an assignment from Lessor (i) if so directed, all Rent and other payments which are the subject matter of the assignment (the amount of which shall be specified by Lessor) shall be paid to the assignee thereof at the place of payment designated in the notice, and (ii) Lessor may provide that the assignee shall have the sole right to exercise all rights, privileges, consents and remedies (either in its own name or in the name of Lessor for the use and benefit of the assignee) which by the terms of this Lease or by applicable law are permitted or provided to be exercised by Lessor. Lessee shall confirm the above to such assignee in writing in such fonn as such assignee may reasonably require. Lessee does not hereby waive any claim that it may have against Lessor that accrued prior to any notice of assignment, any assignee or any other party. 24. Liens Lessee shall ensure that no liens, attachments, levies or executions are created or placed against the Aircraft by third parties as a result of Lessee's or any sublessee's acts or omissions. Lessee shall notify Lessor promptly upon learning of any liens or attachments against the Aircraft and will promptly satisfy or discharge any such liens caused by Lessee's or any sublessee's acts or omissions. 25. Survival. The representations, warranties, covenants, agreements, indemnities and exonerations set forth in this Lease shall survive the expiration or termination of the Term. 26. Counterparts. This Lease may be executed in any number of separate counterparts, each of which shall, for all purposes, be deemed an original and all such counterparts, taken together, shall constitute one and the same agreement. Each party may transmit its signature by -13- initials EFTA01071916 facsimile or e-mail (PDF or similar), and it is the intention of the parties that any faxed or e-mailed signed counterpart of this Lease shall have the same force and effect as an original. 27. Successors and Assigns. This Lease shall he binding upon the parties hereto. and their respective heirs, executors. administrators, or other legal representatives, successors and assigns, and shall inure to the benefit of the parties hereto and, except as otherwise provided herein, to their respective heirs, executors, administrators. other legal representatives, successors and permitted assigns. 28. Option to Purchase. Upon the terms, subject to the conditions. and in reliance on the representations, warranties and covenants set forth herein, Lessor hereby irrevocably grants to Lessee or its Nominee an option (the "Option") exercisable by written notice (the "Option Exercise Notice") furnished by Lessee or its Nominee to Lessor at any time, provided that no Event of Default has occurred and is then continuing, to purchase either (a) the Aircraft (including, without limitation, all the right, title and interest of Lessor in and to the Aircraft, together with all rights, powers and privileges appurtenant thereto), or (b) all of the ownership interests in the Lessor, in either case upon the terms and conditions contained in this paragraph: (i) Purchase Price: All amounts owed to Banc of America Leasing and Capital, LLC and Lessee, each as Lender to Lessor, representing the fair market value of the Aircraft. (ii) The Purchase Price shall be payable in cash or other immediately available funds or by assumption of the amounts owed under the Promissory Notes dated on or around the date hereof from Lessor, as Maker to Banc of America Leasing and Capital, LLC and Lessee, as Payees. In the event that Lessor receives any insurance proceeds whatsoever with respect to the Aircraft, whether before or after the date of the Option Closing (as defined below), Lessor hereby agrees, at the request and at the direction of Lessee, to apply all such insurance proceeds to the repair of the Aircraft or to promptly pay all such insurance proceeds to Lessee at the latter of (i) receipt of insurance proceeds, or (ii) the date of the Option Closing. Lessor further agrees that, in the event of a total casualty of the Aircraft, Lessee shall be entitled to exercise the Option and receive all such insurance proceeds in lieu of the purchase of the Aircraft or all of the ownership interest in Lessor. -14- initials EFTA01071917 29. Time and Place of Option Closing. The closing of the purchase by Lessee or its Nominee upon exercise of the Option (the "Option Closing") shall occur on such date following the delivery of the Option Exercise Notice as may be specified by Lessee or its Nominee in the Option Exercise Notice. 30. Deliveries at the Option Closing. At the Option Closing: (i) Lessee or its Nominee shall deliver the Purchase Price, together with any and all amounts owed by Lessee to Lessor under this Lease or under any other agreement between the parties; (ii) if the Aircraft is being conveyed to Lessee or its Nominee. Lessor shall deliver to Lessee or its Nominee the Aircraft at such location as Lessee or its Nominee may reasonably request, with all expenses of the positioning of the Aircraft if any, borne by Lessee or its Nominee; (iii) if the Aircraft is being conveyed to Lessee or its Nominee, Lessor shall execute and deliver to Lessee or its Nominee an FAA Bill of Sale, and shall execute such other appropriate instruments of transfer, conveying the Aircraft to Lessee or its Nominee; (iv) if the Aircraft is being conveyed to Lessee. Lessor shall assign to Lessee or its Nominee any manufacturers' warranties pertaining to the Aircraft, provided such warranties are freely assignable by Lessor; (v) if all of the ownership interest in Lessor is being conveyed, the owner of the ownership interests will convey all of its right, title and interest in Lessor to Lessee or its Nominee; and (vi) this Lease shall laminate. Without limitation by specific enumeration of the foregoing, in connection with the Option Closing, Lessor shall execute or cause the execution of and/or deliver (or cause the delivery of) all other documents reasonably requested by Lessee or its Nominee and reasonably necessary to consummate the transactions contemplated by this Lease and the termination of this Lease, which documents shall be specifically identified by Lessor within a reasonable time prior to the Option Closing. 31. Hairlines. The headings of the Sections and paragraphs are for convenience only, are not part of this Lease and shall not be deemed to affect the meaning or construction of any of the provisions hereof. 32. Truth in Leasing. (Pursuant to Federal Aviation Regulation 91.23) (a) LESSOR HEREBY CERTIFIES THAT THE AIRCRAFT HAS BEEN MAINTAINED AND INSPECTED UNDER FEDERAL AVIATION REGULATION (FAR) PART 91 DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EXECUTION OF THIS LEASE (OR SUCH SHORTER PERIOD -15- initials EFTA01071918 AS LESSOR SHALL HAVE OWNED THE AIRCRAFT). THE AIRCRAFT WILL BE MAINTAINED AND INSPECTED IN COMPLIANCE WITH THE APPLICABLE MAINTENANCE AND INSPECTION REQUIREMENTS OF FAR PART 91 FOR ALL OPERATIONS TO BE CONDUCTED THROUGHOUT THE TERM OF THIS LEASE. (b) LESSEE, WHOSE NAME AND ADDRESS ARE SET FORTH ABOVE, SHALL BE SOLELY RESPONSIBLE FOR OPERATIONAL CONTROL OF THE AIRCRAFT DURING THROUGHOUT THE TERM OF THIS LEASE. (c) EACH OF LESSOR AND LESSEE CERTIFIES THAT IT UNDERSTANDS ITS RESPONSIBILITIES FOR COMPLIANCE WITH APPLICABLE FEDERAL AVIATION REGULATIONS. (d) EACH OF LESSOR AND LESSEE UNDERSTANDS THAT AN EXPLANATION OF THE FACTORS BEARING ON OPERATIONAL CONTROL AND THE PERTINENT FEDERAL REGULATIONS CAN BE OBTAINED FROM THE NEAREST FAA FLIGHT STANDARDS DISTRICT OFFICE. 33. Lessee Capacity as Owner Trustee. It is expressly understood and agreed by the parties hereto that the lessee is executing this Agreement solely in its capacity as owner trustee, and not in its individual capacity (except as expressly stated herein) and in no case shall Wells Fargo Bank Northwest, National Association (or any entity acting as owner trustee) be personally liable for or on account of any of the statements, representations, warranties, covenants or obligations stated to be those of the I Pssee hereunder, all such liability, if any, being expressly waived by the parties hereto and any person claiming by, through, or under such party; provided, however, that the Lessee (or any such successor owner trustee) shall be personally liable hereunder for its own gross negligence or willful misconduct or for its breach of its covenants, representations and warranties contained herein, to the extent covenanted or made in its individual capacity 'SIGNATURE PAGE TO FOLLOW' -16- initials EFTA01071919 IN WITNESS WHEREOF, the parties hereto have caused this Aircraft thy Lease Agreement to be executed in their names and on their behalf by their respective Officers thereunto duly authorized effective as of the first date written above. LESSEE: LESSOR: WELLS FARGO BANK NORTHWEST, NA, RANCE ACQUISITIONS, LLC, Not in its individual capacity, but a Delaware limited liability company solely as owner trustee By: TVPEAT, Inc. Its: Managing Member By: Its: ffrey S. Towers Vice President -17- initials EFTA01071920 EXHIBIT C PROJECT MANAGEMENT AGREEMENT \33089471 5 EFTA01071921 AIRCRAFT IMPROVEMENT MANAGEMENT AGREEMENT THIS AIRCRAFT IMPROVEMENT MANAGEMENT AGREEMENT (the "Agreement") is made and entered into as of the Sltday of August, 2011 (the "Effective Date"), by Rance Acquisitions, LLC, N.A., a Delaware limited liability company ("RANCE") and Avioneta Holdings LLC, a Delaware limited liability company ("Project Manager"). with reference to the following facts: WHEREAS. this Agreement is being entered into solely for the purpose of providing a mechanism to enable Project Manager to manage improvements to the Aircraft identified herein to which RANCE holds title in connection with an exchange transaction governed by Section 1031 of the Internal Revenue Service Code of 1986 (the "Code") and Revenue Procedure 2000- 37, as described in a Qualified Exchange Accommodation Agreement dated (the "QEAA"); WHEREAS, the QEAA provides that RANCE has acquired one (1) Gulfstream Aerospace G-V aircraft, bearing manufacturer's serial number 681, currently registered with the Federal Aviation Administration as N624N, equipped with two (2) Rolls-Royce Deutschland Ltd. & Co KG model BR700-710A1-10 engines, bearing manufacturer's serial numbers 11478 and 11479 (the "Aircraft"): WHEREAS, RANCE, as Lessor, has agreed to dry lease the Aircraft to Wells Fargo Bank Northwest. N.A., not in its individual capacity but solely as owner trustee ("Owner Trustee"), as Lessee, under the terms and conditions of an Aircraft Dry Lease. Agreement dated as of even date herewith; WHEREAS, Project Manager and one or more improvement contractors (hereinafter referred to as the "improvement Contractors") have entered into or will enter into on behalf of RANCE certain agreements (as modified and amended from time to time, hereinafter referred to as the "Improvement Agreements") pursuant to which the improvement Contractors will make certain improvements to the Aircraft all as contemplated under the Improvement Agreements (collectively, the "Project"). NOW, THEREFORE, in consideration of the foregoing, and the covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows: 1. Defined Terms. Capitalized words and phrases used throughout this Agreement and not defined herein shall have the meanings assigned to them in the QEAA. This Agreement shall be interpreted and applied to effect the purposes of the QEAA. 2. Appointment of Project Manager. RANCE hereby appoints Project Manager to act as the "Project Manager" for the Project, and Project Manager accepts such appointment, all on the terms and conditions set forth herein. In that capacity, Project Manager will select and hire the improvement Contractors on behalf of RANCE and supervise the performance of all work related to the Project. RANCE will be responsible for the payment of fees and costs to the improvement Contractors required under the -1- 137%667? EFTA01071922 Improvement Agreements provided that such fees and costs do not exceed the amount available under that Promissory Note from RANCE to Owner Trustee dated as of the same date as this Agreement (the -Note"). All other costs or expenses of whatsoever character or kind, general or special, ordinary or extraordinary, foreseen or unforeseen, that may be necessary or required in connection in any way with the Project or any aspect thereof. or in connection with Project Manager's possession or authorized work hereunder during the Term of this Agreement, shall be paid by Project Manager. Project Manager shall also pay, prior to delinquency, all privilege, sales, excise, use, business, occupation or other taxes, and all license fees and other charges levied in connection with the Project or levied upon Project Manager's use of the Aircraft. 3. Term. The Term of this Agreement shall commence on the Effective Date as set forth in the first paragraph of this Agreement and shall expire on the earlier of (i) expiration of the safe harbor period described in the QEAA, or (ii) upon transfer of legal title to the Aircraft from RANCE to Owner Trustee in accordance with the QEAA. 4. Services to be Provided by Protect Manager. Project Manager shall select, hire and manage, either directly, or indirectly through contractors, subcontractors, including the Improvement Contractors or other professionals, all design, engineering, permitting, procurement, equipment, material, improvement and ancillary services required to complete the Project. Project Manager shall provide to RANCE any written reports received from the Improvement Contractors on the status of the Project. 5. RANCE's Responsibilities. RANCE shall promptly review and respond to any matters requiring its review and approval, and will execute Improvement Agreements as recommended by Project Manager. 6. Project Costs/ Payments of Project Costs. Project Manager shall submit to RANCE the Improvement Contractors' invoices showing the balances due to the Improvement Contractors relating to the Project (the "Project Costs") prior to their payment due dates. Subject to RANCE's approval of such Project Costs and the availability of adequate funds under the Not; RANCE shall pay such Project Costs, provided that the Project Costs do not exceed the amount available under the Note. Unless the parties agree otherwise, such payments will be made on a timely basis by Project Manager directly to the Improvement Contractors on RANCE's behalf as additional advances to RANCE under the Note. 7. Changes in the Proiect. Project Manager may, without invalidating this Agreement, order changes in the Project within the general scope of this Agreement consisting of additions, deletions or other revisions. Any changes in the Project which increase the total Project Costs shall be submitted to RANCE as a change order and shall include an estimate by Project Manager or the Improvement Contractors of the change in the Project Cost resulting from the work described in the change order. Project Manager shall no proceed with the work described in the change order, if any, until it receives RANCE's approval of such change order, which shall not be unreasonably withheld or delayed, and financing and funding for such change order has been authorized in writing. -2- I 37R6672 EFTA01071923 8. Project Manager's Breach of Performance; RANCE's Right to Cure. If Project Manager fails to perform any of its material obligations under this Agreement, which failure could substantially cause harm to the Project or the Aircraft, RANCE may (but shall have no obligation), after thirty (30) days written notice during which period Project Manager fails to perform such obligation, make good such deficiencies, and charge Project Manager for the cost to RANCE of making good such deficiencies. 9. Project Manner Indemnity. It is the parties' intent (a) that RANCE shall have no responsibility or liability with respect to the Aircraft or the Project other than as set forth specifically herein or in the QEAA, and (b) that Project Manager shall fully and completely indemnify, defend and hold RANCE harmless from any and all loss, expense, liability and/or claims of any type or nature whatsoever with respect to the Aircraft or the Project, also as set forth in the QEAA. Project Manager shall release, indemnify and hold RANCE harmless from and against all environmental losses, expenses (including reasonable attorneys' fees), liabilities and claims of every kind to the extent set forth in the QEAA. The provisions of this Section shall survive the expiration or termination of this Agreement with respect to any claims or liabilities, or acts or occurrences subsequently creating or giving rise to such claims or liabilities, occurring prior to such expiration or termination. 10. Miscellaneous. a. Assignment. This Agreement shall be binding and inure to the benefit of the parties hereto and their respective successors and permitted assigns. No Party shall have the right to assign any of its rights or interests herein without the prior written consent of the other, and under no circumstances shall RANCE assign or attempt to assign its interest hereunder to a person that would be a "disqualified person" within the meaning of Treasury Regulation §1.1031(k)-I(k). No person not a party hereto is intended to be benefited hereby. Project Manager's release and indemnities under this Agreement shall survive any assignment of this Agreement. b. Governing Law, interpretation: Venue. This Agreement shall be governed by the laws of the jurisdiction identified in the QEAA. All terms, covenants and conditions contained in this Agreement are to be interpreted to effectuate the intent expressed herein and to reflect the true nature of this transaction as an accommodation to the Exchange identified in the QEAA. Any legal proceedings with respect to this Agreement shall he subject to the jurisdiction and venue and the indemnifications and obligations to hold hannless identified in the QEAA. c. Waiver. No failure or delay on the part of either party in exercising any right, power or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy hereunder. The remedies provided hereunder are cumulative and not exclusive of any remedies provided by law. -3- 13786672 EFTA01071924 d. Amendments. No amendment, modification, termination or waiver of this Agreement or any provision hereof nor any consent to any departure herefrom shall be effective unless the same is in writing and signed by the party to be bound thereby and then any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No notice to or demand on either party shall entitle such party to any other or further notice or demand in similar or other circumstances. c. Severability. Any provision hereof which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without affecting the validity or enforceability of the remainder of this Agreement or the enforceability of such provision in any other jurisdiction. f. Recitals; Captions. The Recitals to this Agreement are incorporated into this Agreement as fully as if set forth herein. Captions herein are included for convenience of reference only and shall not constitute a part hereof. Notices. All notices, requests, demands directions, declarations and other communications provided for herein shall be in writing and shall, except as otherwise expressly provided, be sent by FedEx or other nationally recognized overnight courier service, sent by facsimile transmission, or delivered by hand to the applicable party at the address indicated below. Except as otherwise expressly provided herein, each notice, request, demand, direction, declaration and other communication (i) shall be effective upon sending when sent by telegram or facsimile; (ii) shall be effective one (1) day after deposit when deposited with a nationally recognized overnight courier service, and (iii) shall be effective upon delivery when hand delivered. Either party may change its address or facsimile number by a communication in accordance herewith. Project Manager: RANCE: Avioneta Holdings LLC 9 West 571° Street, 43th Floor New York, NY 10019 Ann: John J. Hannan Facsimile: (212) 515-3260 Rance Acquisitions, LLC Nine Damonmill Square, Suite 3A2 Concord, MA 01742-2894 Attn: Tobias Kleitman Facsimile: (978) 287-0055 h. Counteroarts/Facsimile. This Agreement may be executed in any number of separate counterparts, each of which shall be deemed an original and all of which shall constitute but one and the same instrument. Each party may transmit its signature by facsimile or e-mail, and any faxed or e-mailed counterpart of this Agreement shall have the same force and effect as an original. -4- I 3/K6672 EFTA01071925 J. i. Definitions. Words used in neuter gender include the masculine and feminine, and words in the masculine and feminine include the neuter. The words "agent" and the meaning of the term "agency" shall be deemed to include the agents. employees, servants, invitees, contractors, successors, guests, customers, subcontractors, representatives, partners, affiliated companies, and any other person or entity related in any way to the respective party. The words "person- or "persons- shall mean individuals. partnerships. firms. associations. corporations or other legal entities. Time; Joint and Several Liabilities and Remedies. Time is of the essence of this Agreement and all of its provisions. All of the terms, covenants and conditions contained herein to be perfonned by either party, if such party shall consist of more than one person, shall be deemed to be joint and several, and all rights and remedies of the parties shall be cumulative and nonexclusive of any other remedy at law or in equity. k. No Partnership or Joint Venture. Nothing in this Agreement shall be construed as creating a partnership or joint venture between RANCE and Project Manager or cause RANCE to be responsible for the debts or obligations of Project Manager or any other party. RANCE is not the agent of Project Manager. Cross Default. A default by either party under the QEAA shall be considered a default by such party under this Agreement, and a default by either party under this Agreement shall constitute a default by such party under the QEAA. 12. Dispute Resolution. In the event of a dispute hereunder, the Dispute Resolution provisions of the QEAA shall control. 'SIGNATURE PAGE TO FOLLOW' -5- 3786672 EFTA01071926 IN WITNESS WHEREOF, the parties hereto have executed this Aircraft Improvement Management Agreement as of the date first written above. RANCE ACQUISITIONS, LLC, a Texas limited liability company By: TVPEAT, Inc., Its: Managing Member B Name: Tobias Kleitman Its: President 'I_ AVIONETA HOLDINGS LLC, a Delaware limited liability company By: N John J. Its: Presid t 11786672 , Aircraft Improvement Management Agreement Signature Page EFTA01071927 EXHIBIT D AIRCRAFT OPERATING AGREEMENT < EFTA01071928 EXECUTION VERSION AIRCRAFT OPERATING AGREEMENT (N624N) THIS AIRCRAFT OPERATING AGREEMENT (N624N) (this "Agreement") is dated as of August ;I, 2011, by and between WELLS FARGO BANK NORTHWEST, National Association, a national banking association organized and existing under the laws of the United States of America, not in its individual capacity (except as expressly set forth herein) but solely as trustee of that certain trust (in such capacity, "Owner") created under the Trust Agreement dated as of August 24, 2011 (the "Trust Agreement'), and Avioneta Holdings LLC (the "Operator"). 1. Non-Exclusive License of Equipment. Subject to the terms and conditions set forth herein, Owner hereby grants to Operator and Operator hereby accepts from Owner a non- exclusive license to possess, use and operate one (1) Gulfstream G-V aircraft bearing current FAA Registration No. N624N comprised of the airframe together with the engines, appliances, parts, instruments, appurtenances, accessories and other equipment or property installed thereon or therein as the same was transferred to Owner pursuant to the Trust Agreement, in the condition in which it exists on the date hereof, together with such additions, alterations and modifications thereto as Operator may make from time to time hereafter (collectively, the "Aircraft'). 2. Term of Agreement. The term of this Agreement shall commence on the date of this Agreement and shall continue for so long as the Management Agreements (hereinafter defined) shall continue in force and effect or until the earlier termination of this Agreement pursuant to Section 11 hereof. 3. Acceptance of Aircraft. Operator has determined that the Aircraft is suitable for the use intended, and Operator has inspected the same and accepts the same as delivered. Operator shall not assert any defense as against Owner by reason of any defect in the Aircraft or any warranties, representations, service or maintenance agreements, express or implied, made by the manufacturer or distributor of the Aircraft or any other person or firm. 4. Use of Aircraft. During the term of this Agreement, subject to the terms and conditions of that certain Aircraft Management Agreement dated as of August 2011 between Owner and Jet Aviation Flight Services, Inc. ("JAFS"), Operator shall have the non-exclusive right to possess, use and operate the Aircraft; provided, however that such right shall be solely for operations under the Aeronautics Regulations of Title 14, Part 91, of the United States Code of Federal Regulations, as amended from time to time ("Part 91 Operations"). Operator will cause the Aircraft to be operated in accordance with any applicable vendor's or manufacturer's manuals or instructions by competent and duly qualified personnel only and in accordance with all applicable governmental rules and regulations, including, without limitation, the rules and regulations required for Part 91 Operations and any other applicable rules and regulations of the United States Federal Aviation Administration (the "FAA"). 686218 0002 EAST 101384129v3 EFTA01071929 5. Operator Payments. (a) Operator shall pay or cause to be paid all costs, expenses, fees, and charges incurred in connection with his Part 91 Operations of the Aircraft pursuant to the terms of the Management Agreements, when due, directly to the person to whom such payment is due. (b) Operator shall be liable for and shall pay any and all fees for licenses, registrations, permits, and other certificates as may be required for his lawful operation of the Aircraft. Operator shall pay any and all liabilities, fines, forfeitures, or penalties for violations of any applicable governmental regulations relating to Operator's operation of the Aircraft and reimburse Owner for any amounts expended by Owner on account of such violations except as set forth in Section 10 hereof. (c) Operator hereby agrees to reimburse Owner for any amount paid by Owner on behalf of Operator or otherwise for any of Operator's obligations hereunder with respect to the Aircraft within thirty (30) days after Operator's receipt of a written demand for such reimbursement from Owner together with supporting invoices relating to such payments. 6. Legal Title to the Aircraft. Legal title to the Aircraft shall remain in the Owner at all times. All attachments, accessories, repairs, remodeling and renewals shall become a part thereof and be the property of Owner. Operator agrees to place on the exterior or interior of the Aircraft such labels, tags or other notifications of Owner's ownership thereof as may be required by applicable law and other governmental rules and regulations. 7. Representations and Warranties. (a) THE AIRCRAFT IS LICENSED TO OPERATOR BY OWNER HEREUNDER "AS-IS" AND NEITHER OWNER IN ITS INDIVIDUAL CAPACITY OR OTHERWISE SHALL BE DEEMED TO HAVE MADE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE TITLE, AIRWORTHINESS, CONDITION, VALUE, DESIGN; OPERATION, MERCHANTABILITY OR FITNESS FOR USE OF THE AIRCRAFT, AS TO THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE, AS TO THE ABSENCE OF ANY INFRINGEMENT OF ANY PATENT, TRADEMARK OR COPYRIGHT, AS TO THE ABSENCE OF OBLIGATIONS BASED ON STRICT LIABILITY IN TORT, OR AS TO THE QUALITY OF THE MATERIAL OR WORKMANSHIP OF THE AIRCRAFT OR ANY OTHER REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE AIRCRAFT, except that Owner warrants in its individual capacity that the Aircraft shall during the term of this Agreement be free of liens attributable to Owner in its individual capacity. Owner in its individual capacity also represents and warrants that it is a "citizen of the United States" as defined in Section 40102(a)(15) of Title 49, United States Code. (b) Owner warrants and agrees that during the term of this Agreement, except as provided to the contrary in the Management Agreements, Operator's use of the Aircraft shall not be interrupted by Owner or anyone claiming solely through or under Owner. 8. Risk of Loss. As between Owner and Operator, Operator hereby assumes all risk of loss, damage, destruction, theft or interference with Operator's possession, use or operation of the Aircraft, from any cause whatsoever. 2 EFTA01071930 9. Performance by Owner of Operator Obligation. In the event that Operator shall fail to perform any of his obligations hereunder, Owner may at its option, immediately or at any time thereafter, perform such obligation for Operator's account without thereby waiving such default, and, in such event, Operator shall reimburse Owner for all of its expenses incurred in connection with the performance of such obligation pursuant to Section 5(c) hereof. 10. Limitation of Owner Liability. Owner is entering into this Agreement solely as trustee under the Trust Agreement and not in its individual capacity, except as otherwise expressly provided herein, and Owner shall not be personally liable for, or for any loss in respect of, any of the statements, representations, warranties, agreements or obligations hereunder, except for any loss caused by or resulting from (i) the breach by Owner of any of the representations or warranties contained in Sect fo 7 hereof, or (ii) the willful misconduct or gross negligence of Owner. 11. Termination. (a) Owner may terminate this Agreement and Operator's rights hereunder upon written notice to Operator if Operator (i) fails to pay, when due, any payment or reimbursement obligation required under Section 5 hereof or (ii) fails to timely pay or perform any other liability, obligation, or covenant of Operator under this Agreement, the Management Agreements or the Trust Agreement, and in either case, such failure continues for a period of thirty (30) days after notice thereof in writing to Operator; provided, however, that if Operator shall be diligently proceeding to correct such failure but unable to correct such failure within such 30 days, such period shall continue for an additional reasonable period to correct such failure. (b) Operator may terminate this Agreement at any time upon thirty days prior written notice to Owner. (c) Notwithstanding anything to the contrary contained herein, this Agreement shall terminate upon the effective date of (i) any removal, resignation or cessation of citizenship of Owner as trustee under the Trust Agreement in accordance with the terms thereof or (ii) the termination, for any reason, of the Trust Agreement. 12. Notification to Owner. If the Aircraft is damaged, lost, stolen, or destroyed, or if any person is injured or dies, or if the Aircraft is damaged as a result of Operator's operation, use, maintenance, or possession, Operator shall promptly notify Owner of the occurrence, and shall file all nerectary accident reports, including those required by law and other governmental rule or regulation and those required by insurers of the Aircraft. 13. No Assignment by Operator. Except as provided in this Agreement, Operator shall not, without the prior written consent of Owner, which consent shall not be unreasonably withheld, assign, transfer, pledge or hypothecate this Agreement, the Aircraft or any part thereof or any interest therein. 14. Assignment by Owner. Owner shall not assign this Agreement or any rights hereunder at any time without Operator's prior written consent. 15. Amendments and Waivers. No term or provision of this Agreement may be amended, modified, waived, discharged or terminated orally, but only by a written instrument signed by the 3 EFTA01071931 party against which enforcement of such amendment, modification, waiver, discharge or termination is sought. No delay or failure by either party to exercise any right under this Agreement shall constitute a waiver of that or any other right hereunder and any waiver of the terms hereof shall be effective only in the specific instance and for the specific purpose given. 16. Notices. Unless otherwise expressly provided by law or herein, all notices, instructions, demands and other communications hereunder shall be in writing and shall be delivered personally or sent by registered or certified mail, postage prepaid and return receipt requested, or sent by facsimile transmission (the receipt of which shall be confirmed by the parties, either by a confirming copy sent by air mail, postage prepaid, or some other manner which confirms receipt of the facsimile) and the date of personal delivery of facsimile transmission or 7 business days after the date of mailing (other than in the case of the mailing of a confirming copy of a facsimile transmission), as the case may be, shall be the date of such notice, in each case addressed (i) if to the Owner, to: Wells Fargo Bank Northwest, National Association 299 South Main Street, 12th Floor MAC: U1228-120 Salt Lake City, Utah, 841 1 1 Attention: Corporate Trust Department (or at such other address and/or facsimile number as the Owner shall have furnished to the Operator in writing) and (ii) if to Operator, to: Avioneta Holdings LLC 9 West 57th Street 43s Floor New York, NY 10019 ntio : John J. Hannan with a copy to: Akin Gump Strauss Hauer & Feld LLP 1333 New Hampshire Avenue NW Washington, DC 20036 andel (or at such other address and/or facsimile number as the Operator shall have furnished to the Owner in writing). 4 EFTA01071932 17. Entire Agreement. This Agreement is the entire Agreement between the Parties. No agreements, representations, or warranties other than those specifically set forth herein shall be binding on either party unless in a writing signed by both parties. 18. Governing Law. This Agreement shall be construed in accordance with, and governed by, the laws of the State of New York without regard to conflicts of law principles. 19. Heirs and Successors. This Agreement and each of its provisions shall be binding on and shall inure to the benefit of the respective heirs, devisees, legatees, executors, administrators, trustees, successors and assigns of the parties to this Agreement. Nothing contained in this Section 19 shall be construed as a consent by Owner or Operator to any assignment of this Agreement or any interest therein by Operator or Owner. 20. Further Assurances: Operator and Owner shall execute and deliver such further documents and take such further action as may be necessary to effectuate the intent and purpose of this Agreement. 21. Captions. The captions used in this Agreement are solely for convenience of reference and do not form part of the Agreement. 22. No Third Party Beneficiary. No person, other than the parties expressly named herein, is intended to be a beneficiary of any provisions of this Agreement. 23. Severability. If any term or provision of this Agreement or the application thereof to any person or circumstances shall, to any extent, be prohibited or unenforceable, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held prohibited or unenforceable, shall not be affected thereby, and each term and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law. 24. Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, and such counterparts together shall constitute and be one and the same instrument. 25. Truth in Leasing Statement under Section 91.23 of the Federal Aviation Regulations. (a) DURING SUCH PORTION OF THE 12 MONTH PERIOD PRECEDING THE DATE OF THIS AGREEMENT AS THE AIRCRAFT HAS BEEN OWNED BY THE OWNER, OPERATOR HEREBY CERTIFIES THAT THE AIRCRAFT HAS BEEN INSPECTED AND MAINTAINED IN ACCORDANCE WITH THE PROVISIONS OF THE FEDERAL AVIATION REGULATIONS ("FAR"), PART 91 AND ALL APPLICABLE REQUIREMENTS FOR THE MAINTENANCE AND INSPECTION THEREUNDER HAVE BEEN MET. (b) OPERATOR CER111.1ES THAT THE AIRCRAFT WILL BE MAINTAINED AND INSPECTED UNDER FAR PART 91 FOR OPERATIONS TO BE CONDUCTED UNDER THIS AGREEMENT; AND OPERATOR UNDERSTANDS THAT IT IS 5 EFTA01071933 RESPONSIBLE FOR OPERATIONAL CONTROL OF THE AIRCRAFT WHEN THE AIRCRAFT IS OPERATED PURSUANT TO THIS AGREEMENT. (c) OPERATOR CERTIFIES THAT IT UNDERSTANDS ITS RESPONSIBILITIES FOR COMPLIANCE WITH APPLICABLE FARS; AND THE NAME AND ADDRESS OF THE PERSON RESPONSIBLE FOR OPERATIONAL CONTROL OF THE AIRCRAFT UNDER THIS AGREEMENT IS AS FOLLOWS: NAME: JOHN S. HANNAN TITLE: PRESIDENT AVIONETA HOLDINGS LLC ADDRESS: 9 WEST 57 STREET, 43RD FLOOR NEW YORK, NY 10019 (d) OWNER AND OPERATOR UNDERSTAND THAT AN EXPLANATION OF FACTORS BEARING ON OPERATIONAL CONTROL AND PERTINENT FEDERAL AVIATION REGULATIONS CAN BE OBTAINED FROM THE NEAREST FAA FLIGHT STANDARDS DISTRICT OFFICE. A COPY OF THIS LEASE SHALL BE FILED WITH THE FAA AND MAINTAINED ONBOARD THE AIRCRAFT AT ALL TIMES. [SIGNATURE PAGE FOLLOWS) 6 EFTA01071934 IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. OWNER: WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, not in its individual capacity, except as expressly set forth herein, but solely as trustee By: Name: Title: 300tt Vice OPERATOR: AVIONETA HOLDINGS LLC By: John J. Hannan President Stratum Page so Arnalgt Operating Agrcanmt (N624N) EFTA01071935 IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. OWNER: WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, not in its individual capacity, except as expressly set forth herein, but solely as trustee By: Name: Title: OPERATOR: AVIONETA HOLDINGS LLC By: ShMeagre Pon to Aircraft Oorratirte Aronson' IN624M EFTA01071936