DISCLAIMER OF INTEREST AND RELEASE

DISCLAIMER OF INTEREST AND RELEASE REGISTRATION NUMBER: N120JE MAKE: Gulfstream Aerospace MODEL: G-IV SERIAL NUMBER: 1085 The undersigned, Marta Duncan. Stevens Aerospace and Defense Systems. Stevens Aviation Inc. hereby releases and disclaims any and all purported right, title, or interest in and to the above-described aircraft as pertains to the Mechanic Lien, pending recordation, dated 23n° February 2021 filed with the FAA on 25th February 2021 Dated this Atr 4 day of Eabra 641-41111 , 2021 Marta Duncan, Stevens Aerospace and Defense Systems. Stevens Aviation Inc. Digitally/4ml by MARTA DUNCAN vticaconfOlosscrumwavo Title: Accounting Manager 55 recording fee I hereby certify that this is a trua end cared copy of the original AIC 210640818448 $5.00 DMZ/2021 SY013496 Conveyance Recorded Apr/29/2021 06:44 SDNY_GM_02754311 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0024I233 EFTA01261122 VVI0H71):0 All3 Ti•!0:TV1)10 ZO 43 NV 5- gni au Fl 88 N0liv' 'iS193II ucn 13V832i1V VVA H1IM 031IA SDNY_GM_02754312 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00241234 EFTA01261123 DOCUMENT LEVEL ANNOTATIONS Orig #5508 Ret'd to AIC SDNY_GM_02754313 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241235 EFTA01261124 SONY_GM_02754314 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241236 EFTA01261125 REMISilf SPA II Offillff STE ni I hereby certify that this Is a true a , .. rect py of the original CLAIM OF LIEN MECHANIC'S OR MATF.RIALMAN'S LIEN STATEMENT STATE OF South Carolina County of Greenville (1) _Stevens Aerospace and Defense Systems LLC Ale a corporation organized and existing under the laws of the state of _South Carolina the county of _Greenville has claim against (2) _lege LLC_ for the sum of S 52.233.20 and that such work and labor/material/labor and materials was last performed/fumished/ perforated or finished on the 9th day of December. 2020_, and that such work and labor/materials was/were accepted in pursuance of a contract with (2) _ lege LLC the legal owner and was performed upon or furnished for and used on the aircraft described below: Make: _Gulfstream Aerospace Model: G-IV Serial No.: 1085 Registration No.: N1201E In said county and state; that said sum is just and unpaid and I ) _Stevens Aerospace and Defense Systems LLC has and claims a lien upon said aircraft, to the sum of S )2,233.20 as above set forth according to the laws of the state of _South Carolina statute # Code of laws, Section 29-15-100 Dated this 23rd day of _February • 2021 ACKNOWLEDGEMENT State of SC County of Cram yak Seal Stevens Aerospace and ease Sy _ stems HA' Marta Duncan Accounting Manager 210561539435 $5.00 02/25/2021 MY COMMISSION EXPIRES ii 7 /2 02 (Notary Public) (I ) Party filing Claim of Lien / Mechanic's or Materialman's Lien Statement (2) Legal owner of Aircraft against which Lien Statement is being filed Susan Hendricks Notary Public State or South Carolina Commission Expires Feb 07, 2029 600 DELAWARE STREET ^ GREENVILLE SC 29605 864/678-6000 SY013495 Conveyance Recorded Apr/29/2021 06:41 PS SDNY_GM_02754315 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0024 1237 EFTA01261126 VVI0HV1)I0 A113 VVI0HV1>I0 0Z iid SZE13i1101 N0ilVii131$321 VI 1O21381V A HIIM 03113 SDNY_GM_02754316 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241238 EFTA01261127 DOCUMENT LEVEL ANNOTATIONS Orig #0414 Red to AIC SDNY_GM_02754317 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241239 EFTA01261128 SDNY_GM_02754318 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241240 EFTA01261129 U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION CROSS-REFERENCE—RECORDATION AIECORDED CONVEYANCE FILED IN: \NUM: 120JE SERIAL NUM: I085 MIR: MODEL: GULFSTREANI AEROSPACE G-IV AIR CARRIER: This form is to be used in cases where a conveyance covers sewn! aircraft and engines, propellers, or locations File original of this font, with the recorded conveyance and a copy in each aircraft folder involved. TYPE OF CONVEYANCE AIRCRAFT SECURITY AGREEMENT DATE EXECUTED JUNE 26, 2019 FROM JE E LLC DOCUMENT NO. LE009 IBS TO OR ASSIGNED TO STALLINGS ROBERT L III DATE RECORDED AUG 01, 2019 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: Total Aircraft: I Total Engines: 2 Total Pratt: Total Spare Parts: NI20JE ROLLS TAY611-8 16291 ROLLS TAY611-8 16292 I<EGAR.UR (08/09) SDNY_GM_02754319 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00241241 EFTA01261130 SDNY_GM_02754320 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241242 EFTA01261131 Papeotoet Reel:emus Au The ufwmethoz iteollmrd w pen& et...et of weeny weed The infornnwe u wed by the eacnel repair. the recanWni of tenure ratan We maw Wu eull star 0.9www‘WaY 30 mama 0100010kv this In llcefoma,00aaq.Ytdm pedal e etwenly =animal( boragrol tonsure" Mtn (one es *pun= say be o we) Tai taformetwo u psbac meas. esl we coafetkolulay • rowdy/ As gooey way our CaillaK/ or opootor. 5.4 penal a eci equrnd to respaed to a wily:woo of utorwaio• ▪ ku d.tp:sya a teenewly valid OMB awenel wails The bombe assecial grid the trautim is 2 Mau .1 DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION CIVIL AVIATION REGISTRY AIRCRAFT REGISTRATION BRANCH P. O. Box 25500 Oklahoma City, Oklahoma 73125 AIRCRAFT SECURITY AGREEMENT NAME @ ADDRESS OF DEBTOR JEGE, LLC 4160 Lovingwood Trail Powder Springs, GA 30127 NAME @ ADDRESS OF SECURED PARTY/ASSIGNOR Robert L. Stallings, Ill 601 McCarthy Boulevard New Bern, NC 28562 ASSIGN ED/NAME, & ADDRESS OF ASSIGNEE ABOVE SPACE FOR FAA USE ONLY Dam: --(1-1 .-2U -'l cl A security interest it hereby panted to the secured party on the following described collateral: AIRCRAFT (FAA registration number, manufacturer, model, and serial number): N1201E, Gtatatitata Aerospace G—IV. S/N 1085 NOTICE: ENGINES LESS THAN 750 HORSEPOWER AND PROM] FPS NOT CAPABLE OF ABSORBING 750 OR MORE RATED SHAFT HORSEPOWER ARE NOT ELIGIBLE FOR RECORDING. ENGENT:S(manufactura, model, and serial number) .Rolls Royce TAW I S/N 16291 6 ROLLS Royce Tay611-8 S/N 16292 PROPFI I FRS (msaufactura, model, and serial number): SPARE PARTS LOCATIONS (a arrier's name, Sy, and sate): 191771407597 515.00 0&26/2019 together with all equipment and accessories attached thereto or used in connection therewith, including engines of horsepower, or the equthnlent, and propellers capable of absorbing rated takeoff shaft horsepower, described above, all of which are included in the term aircraft as used herein. The above described aircraft is hereby mortgaged to the secured party for the purpose of securing in the order named: FIRST: The payment of all indebtedness evidenced by and according to the tenth of that arum promissory not, herein below described, and all renewals and extensions threat Note bearing date of executed byte debtor and payable to the order of sum of S 2,800,000.00 with interest thereon sr the rate of per cement per smarm, from date, payable in installments as follows: The principal and interest of said note is payable in installments of S ach on the day of each successive month beginning with the day of . The last payment of S is due on the day of SECOND: The prompt and faithful discharge sad performance of each agreement of the debtor herein contained made with or for the benefn of the secured party in connection with the indebtedness to secure which this instrument is executed, and the iiparpannt of any sums expended or advanced by the secured party for the maintenance or preservation of the property mortgaged hereby or in enforcing their rights hereunder. Said debtor hereby declares and hereby warrants to the said secured party that they are the absolute owner of the legal and beneficial title to the said aircraft and in possession thaw( and that the same is free and claw of all hens, encumbrances, sad adverse claims whatsoever, except as follows: (Mohan other than this mortgage, indicate “Done".) Robert L Stallings, in the aggregate AC Iota Sag)* SDNY_GM_02754321 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 r r r O 0 3 E O 9, 3 DT EFTA_00241243 EFTA01261132 PIONV1)1 A11V3 Va0H1710)10 Zh :1 lid 9Z kflf poz 88 NOI1V81S1938 id7HOUIV VVJ H11A1 (13114 SDNY_GM 02754322 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241244 EFTA01261133 It is the intention of the parties to deliver this instrument in the state of Provided, however, that if the debtor, their heirs, administrators. successors, or arsignises shall pay said note and the interest thereon in accordance with the terms thereof and shall keep and perform all and singular the terms, covenants, and agreements in this security agreement, then this security agreanent shall be null and void Time is of the essence of this security agreement II is hereby agreed that, if default be made in the payment of any part of the principal or interest of the promissory note secured hereby at the time and in the manner therein specified, or if any breach be made of any obligation or promise of the debtor herein contained or secured hereby, or if any or all of the property covered hereby be hereafter sold, hosed, transferred, mortgaged, or otherwise encumbered without the written consent of the scarred patty may deem himself insecure, then the whole principal sum unpaid upon said promissory note, with the interest accrued thereon, or advanced under the terms of this security agreement, or secured thereby, and the intrar,si thereon shall immediately become due and payable at the option of the secured party. Upon default, secured party may at ooze proceed to foreclose this mortgage in any manner provided by law, or the secured party may at its option, and they are hereby empowered so to do, with or without foreclosure aaion, enter upon the premises where the said aircraft may be and take possession thereof; and remove and sell sod dispose of the same at public or private sale, and from the proceeds of such sale retain all costs and charges incurred by secured party in the taking or sale of said aircraft including any reasonable attorney's fees thorned; also all sums due him on said promissory note, under any provisions thereof or advanced under the terms of this security, and interest thereon, or due or owing to the said secured party, under any provisions of this security agreement, or scarred hereby, with the interest thereon, and any surplus of such proceeds remaining shall be paid to the debtor, or whoever may be awfully entitled to receive the same. If a deficiency occurs, the debtor agrees to pay such deficiency forthwith. Said secured party or his agent may bid and purchase at any sale made under this mortgage or herein authorized, or at any sale made upon foreclosure of this security agreement. In wimcss whereto( the debtor has hereunto set hand and seal on the day and year first above written. ACKNOwl EDGMFair NAME or DEBTOR. JECE, LLC (If required by applicable local la.,) SIGNATURES) (IN INK) (If executed Of V. rsbip, all must sign) TITLE HOttlaqkno\ \Ali/YOGA& ,a;pW for a corporation, partnership, owner, or agent) ASSIGNMENT DI' SECURED PARTY For value received, the undersigned scarred party does hereby sell, assign. and harslet all right, title, and interest in and to the foregoing not and security agreement and the aircraft covered thereby, unto the assignee named on the face of this instrument at the address given, and hereby authorizes the said assignee to do every act and thing necessary to collect and discharge the same. The undersigned secured party warrants and agrees to defend the title of said aircraft hereby conveyed against all lawful claims and demands except the rights of the maker. Thc undersigned secured party warrants that the secured party is the owner of a valid security interest in the said aircraft. (A Guaranty Clause or any other provisions which the panics are desirous of making a part of this assignment should be included in the following space.) Dated this day of ACKNOWLEDGMENT. NAME OF SECURED PARTY (ASSIGNOR) IEEE, LLC (If required by applicable local law) SIGNATURE(S) (IN INK) TITLE Managing Mambo (If executed for co-ownership, all must sign) (If signed (Dun:apem)n potash*, rowdier, or agent) THIS FORM IS ONLY INTENDED TO BE A SUGGESTED FORM OF SECURITY AGREEMENT WHICH MEETS THE RECORDING REQUIREMENTS OF TTTLE 49, UNITED STATES CODE, AND THE REGULATIONS ISSUED THEREUNDER. IN ADDITION TO THESE REQUIREMENTS, ME FORM OF SECURITY AGREEMENT SHOULD BE DRAFTED IN ACCORDANCE WITH THE PERTINENT PROVISIONS OF I OCAL STATUTES AND OTHER APPLICABLE FEDERAL STATUTES. THIS FORM MAY BE REPRODUCED. SEND, WITH APPROPRIATE FEE, TO: AC hem IKOMICten AIRCRAFT REGISTRATION BRANCH P.O. BOX 25504 OKLAHOMA CITY, OKLAHOMA 73125-0504 I hereby certify that this is a true and exact copy of the original Document ElY??-taf caeriA- Int' I craft Tide SDNY_GM_02754323 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00241245 EFTA01261134 Siikl :' ri-j) ny. :,).'s/,‘L. AIRCRAFT TITLE A ESCROW VP:01-011)10 ,U10 tiVi0NV1MO Zh :I HA 9Z ?MC 6101 89 N0I1VNISID3S 13'O3381V VVJ HUM 03113 SDNY_GM_02754324 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241246 EFTA01261135 DOCUMENT LEVEL ANNOTATIONS Orig# 2738 red to INTL SDNY_GM_02754325 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241247 EFTA01261136 SDNY_GM_02754326 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00241248 EFTA01261137 OMB Crewel huntho 21264729 Espies 049017 Paperwork Reduction Act Statement The intemationcelkded on ate lean is necessary to maintain aircraft reostabon. We estimate that d will rake approximaley 30 reticules to complete the Form. Please mete that an agency may not conduct or sponsor. area person is 01 our' no to respond lo. a coacclion 01 infornurben unless 4 displays a vald CMG control rums. Form Approved, OMB No. 2120-0729 -Comments calowning me accuracy of this bt./.100 and suggesixins for foisting the burden stood be &acted lo the FAA at 800 Independence Avenue SW. WaShinglOn, DC 20501. ATTN: Inlormatron Cotecton Coararce Officer. AES-200.- DEPARTMENT OF TRANSPORTATION • FEDERAL AVIATION ADMINISTRATION AIRCRAFT REGISTRATION RENEWAL APPLICATION FAILURE TO RENEW REGISTRATION WILL RESULT IN CANCELLATION OF REGISTRATION AND REGISTRATION NUMBER ASSIGNMENT (See fa CFR. §§ 47.15(1). 47.40 and 47.41) AIRCRAFT REGISTRATION NUMBER N 120.1E MANUFACTURER GULFSTREAM AEROSPACE DATE OF ISSUANCE 05130/2013 SERIAL NUMBER 1085 MODEL Gov DATE OF EXPIRATION 05/31/2022 TYPE OF REGISTRATION LLC ENTER REGISTERED OWNER(S) & ADDRESS FROM FAA FILE (Owner JEGE LLC (Owner 2) Mt Enter any additional owner names on page Mo (Address) 6100 RED HOOK OUARTER 83 (AddreSS) City St NOMAS State lv Zip GPO Country V•MIN ISIAM)S uSA Physical Address: Required when mailing address is a P 0 Box or mail drop. (Address) (Address) C:y Srate Z4) Country TO RENEW REGISTRATION: REVIEW aircraft registration information. SELECT the appropriate statement, Etna any change in address In the spaces below. 3,126, Qa1L. d Sktla form with the $5 renewal fee to the: FAA Aircraft Registry, PO Box 25504. Oklahoma City OK 73125-0504.0r by courier to: 6425 S Denning Rm 118, Oklahoma City OK 73169-6937 O I (WE) CERTIFY. THE NAME(S) AND ADDRESSES FROM THE FAA FILES FOR THE OWNER(S) OF TITS AIRCRAFT ARE CORRECT, OWNERSHIP MEETS CITIZENSHIP REQUIREMENTS OF 14 CFR §47.3, AIRCRAFT IS NOT REGISTERED UNDER THE LAWS OF ANY FOREIGN COUNTRY 0 UPDATE THE MAILING I PHYSICAL ADDRESS AS SHOWN BELOW. I (WE) CERTIFY THE NAME (S) SHOWN ABOVE FOR THE OWNERS) OF THIS AIRCRAF T IS CORRECT. OWNERSHIP MEETS THE CITIZENSHIP REQUIREMENTS OF 14 CFR §47 3. AIRCRAFT IS NOT REGISTERED UNDER TT IE LAWS OF ANY FOREIGN COUNTRY. NEW MAIUNG ADDRESS NEW PHYSICAL ADDRESS: complete if physical address has changed. or the now mailing address is a PO Box or Mal Drop. HELPFUL INFORMATION Review Aircraft Registration File Information for this aircraft at: httrEfireoistrviaa.00viairoraftirmoirv. Assistance may be obtained at our web page http;//reiTistry.faa.Q0Y/renewreciistratkon by email a: faaeircraf .rectistrvkinaa.crait. or by telephone ar (866) 762 • 9434 (toll free). or (405) 954 • 3116 When mailing fees. please use a check or money order made payable to the Federal Aviason Administration. Signature and Title Requirements for Common Registration Types: Individual owner must sign. title would be teener'. Partnership general partner signs showing 'general partner as title. • Corporeal corporate officer or manager signs. showing full title. • LlmilmiLiabAN Co authorized member. manager. or offerer identified in the LLC organization document mans. showing lull title. - Co tad, co owner must sign. showing "co corner as tale. - Government authorized person must sign and sPow their full title. Note: Al signatures must be In bat, or other permanent media. TO teasel entries: Draw a single Ins through error. Make correct entry in remaining space, or complete the tam onane An application form will be rePicted if any entry is covered by commie tape or similarly obscured. TO CANCEL THE REGISTRATION FOR THIS AIRCRAFT: CHFCN AS applicaNe block(s) below. COMPIFTF. SIGN. DAM 8 me& this form with any fees to the: FAA Aircraft Registry. PO Box 25504. Oklahoma City. OK. 73125-0504. or by courier to: 6425 S Denning Rm. 118. adenoma City OK 73169.6937 0 CANCELLATION OF REGISTRATION IS REQUESTED. D THE AIRCRAFT WAS SOLD TO: (Show purchaser's name and address.) K THE AIRCRAFT IS DESTROYED OR SCRAPPED. K THE AIRCRAFT WAS EXPORTED TO: ▪ OTHER. Specify ▪ PLEASE RESERVE N-NUMBER IN THE OWNER'S NAME AND ADDRESS. The 510 reservation fee is enclosed. SIGNATURE OF OWNER 1 Ineureecl red) Electroncany Genre) by Registered Onners SIGNATURE OF OWNER 2 PRINTED NAME Cr SIGNER (required held) TITLE (required red) DATE 3/27(2019 DATE PRINTED NAME OF SIGNER TIRE Use page 2 for additional signatures. AC Form 8050-1B (04,12) Fee paid: 55 (201903271458565300NET) SDNY_GM_02 754327 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF1'A_00241249 EFTA01261138 SDNY_GM_02754328 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA _00241250 EFTA01261139 OMB Canal Numbe 21260729 Expcses WWI 7 Note; Twelve (12) owner names may be entered on this page. If you require more, enter the first 12 names and then print this page by pressing the 'Print Page 2' button below. Next click the 'Reset' button to clear the data fields (from page 2 only) to add more names. Repeat action as needed. NAME OF OWNER DATE SIGNATURE I PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE I PRINTED NAME OF SIGNER TITLE NAME Of OWNER DATE SIGNATURE I PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE I PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE I PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE I PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE PRINTED NAME OF SIGNER TITLE AC Form 8050-1B (04/12) REF N-NUM: nom SDNY_GM_02 754329 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00241251 EFTA01261140 SDNY_GM_02754330 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241252 EFTA01261141 U.S. Department of Transportation Federal Aviation Administration Date of Issue: April 2, 2018 JEGE LLC 6100 RED HOOK QUARTER B3 ST THOMAS, VI VI 00802 Flight Standards Service Aircraft Registration Branch P.O. Box 26604 Oklahoma City. Oklahoma 73126-0504 (406) 9644116 Toll Free: 1.9664624434 WEB Address: http://registry.faa.gov Fax ATTENTION: LAWRENCE V TI82323 This facsimile must be carried in the Aircraft as a Temporary Certificate of Registration for NI2OJE GULESTREANI AEROSPACE G-IV Serial 1085 and is valid until May 02, 2018. This is not an airworthiness certificate. For airworthiness information, contact the nearest Federal Aviation Administration Flight Standards District Office. i-oonrAA-510210- for Kcn W. Thompson Manager, Aircraft Registration Branch Federal Aviation Administration RIXiAlt-FAX-1(01'14) SDNY_GM_02754331 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241253 EFTA01261142 SDNY_GM_02754332 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241254 EFTA01261143 0/8/1010 3.01 00 Wm. Sommer 000 • TO i Reoletretice. U080010 Pere 1 of 1 CAR F NOP. I.I.0 N1ZOJE Serial 1.0155 Gutheeem OP! 11103,41.04.141../...reen Lana/GI= COI, MM.. wy.r/ onr. mo =it a:=6e Lc= o r..o= SpliY_GM_02754333 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00241255 EFTA01261144 VI4OHY/)10 A113 vwelivixo 8h L WH Z dclti SDNY GM 02754334 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241256 EFTA01261145 0 u.S.• oat ot Tranmonsam -Wail' Aietation Administration ASSIGNMENT OF SPECIAL 'REGISTRATION NUMBERS Special Registration Number NI20JE Aircraft Make and Model GULFSTREAM AEROSPACE G-IV Present Registration Number N2I 1TE 'Serial Number 1085 .Issue Date: Jul 14, 2017 ICAO AIRCRAFT ADDRESS CODE FOR NI20JE .50052177 JEGE LLC . 6100 RED HOOK QUARTER B3 ST THOMAS VI VI 00802 This is your authority to change the United Stateis mitigation number on Me above described aircraft to the special registsion number shown. Cany duplicate of this form in the sitmift together with the old registration certificate is interim authority to operate the aircraft pending receipt of revised certificate of registration. Obtain a revised catificate of ainvorthiness from your near- es Flight Standards District Office. The latest FAA Form 81306, Application For Aliworthlness on We b dated: Dec 16,1988 The airworthiness classification and category: STD TRANSP • INSTRUCTIONS: SIGN AND RETURN THE ORIGINAL of this form to the Civil Aviation Registry. AFS-750, within 5 days after the special registration number is placed on the aircraft. A revised certificate will then be issued. The authority to ase'tbe special number expires: Jul 14, 2018 CERTIFICATION: I certify that the sped Station number wisp** • on the airman described above. Signature of Owner / 89W4e,e.Kg V a :SoSA7 RETURN FORM TO: Civil Aviation Registry, AFS-750 P.O. Box 25504 Oklahoma City, Oklahoma 73I25-0504 Title of Owner: Mir/W 1 /9W je-¢e, ere O 8/42/v tz• Date Placed on Aircraft: ihosidy 070/7 AC FORM SOSO4.4 (512015) Supersedes Protium Edition SDNY_GM_02754335 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 0 0 0 NJ EFTA 00241257 EFTA01261146 cgs 46 I" Dh44- - „so moP O2 clva~- - 1?N-PK -43(Pli • law VWOHVl:40 All0 ViV0HV1X0 SO TT WU 6 911U ZIO/ HO N0I1VHISI03il Oki H.LIM 03/Id SDNY_GM_02754336 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00241258 EFTA01261147 < -1 -LACTION Plan D, LLC N415LM / JEGE, LLC N212JE O 3800 Southern Blvd Suite #204 West Palm Beach Florida 33406 5/26/2017 Aircraft Registry, We own and operate Gulfstream VSP / G550 serial # 5173 N415LM company name Plan D, LLC and N212JE a Gulfstream IV serial # 1085 company name JEGE, LLC I have reserved N120JE that I would like to use N120JE on the GIV N212JE as a New "N" number on this aircraft. I would like to change N415LM to "N" N212JE at this time as well. Current N212JE Gulfstream IV will be changed to NI20JE. Current N415LM Gulfstream 550 will be changed to N212JE. Please advise when I will be able to apply the new N numbers to these aircraft. Plan D, LLC 6100 Red Hook quarters B3, St Thomas USVI 00802 JEGE, LLC 6100 Red Hook Quarters B3, St Thomas USVI 00802 Mailing address for all correspondence please use, JEGE, LLC / Plan D, LLC c/o Lany Visoski 3800 Southern Blvd Suite #204 West Palm Beach FL 33406 Best regards, Larry Visoski, Manager PIT D ITC/ JECiE LI C SDNY_GM_02754337 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00241259 EFTA01261148 fWOHV1)10 A1.10 VW01O1).10 zs t V Z- wnr LIG/ 1.191401.1t/81S1931113V11324V 1A1rd H116i 0311:1 SDNY_GM_02754338 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 0024I260 EFTA01261149 3800 Southern Blvd Suite #204 West Palm Beach FI, 33406 SDNY_GM_02754339 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241261 EFTA01261150 VN0i4V1)10 A113 V1401-1V10 zs t NIT 1.10/ NOIN81S1938 1A113ti!V Ittid ifilM 031M SDNY_GM_02754340 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241262 EFTA01261151 DOCUMENT LEVEL ANNOTATIONS RECEIPT #171881203014, $10.00, POSTED 7/7/17 RECEIPT #171791407331, $10.00 POSTED 6/28/17 SDNY_GM_02754341 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241263 EFTA01261152 SDNY_GM_02754342 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241264 EFTA01261153 OMB Ccerol Ilunita 2126.0729 Expire 043N17 Paperwork Reduction Act Statement: The inkimationcellected on ate form le necessary *maintain aircraft reeseebon. We estimate that d will take approximately 30 minutes to complete the loran. Pease note that an agency may not condue or sponsor. and a person le not coronae° to respard to. a collection cd informebon unless i displays a valid CMG control number. roan Approved, OMB tack 2120,0729 Tommpitsccoceming tieaccuracy of this ouden and suggestions for reducing the burden stood be (Marled the FAA at 800 Independence Avenue SW. WashegIce. DC 20501. AT1N: Inlemarlon Collection Clearance Officer. AES-200.- DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT REGISTRATION RENEWAL APPLICATION FAILURE TO RENEW REGISTRATION WILL RESULT IN CANCELLATION OF REGISTRATION AND REGISTRATION NUMBER ASSIGNMENT (Soo M CF.R.§§ 47.150). 47.40 and 47.41) AIRCRAFT REGISTRATION NUMBER N 212JE MANUFACTURER GULFSTREAM AEROSPACE DATE OF ISSUANCE 0513012013 SERIAL NUMBER 1085 MODEL GAY DATE OF EXPIRATION 05/31/2019 TYPE OF REGISTRATION CORPORATION ENTER REGISTERED OWNER(S) & ADDRESS FROM FAA FILE (Owns 1) JEGE LLC (Owner 2) Ka; Enter any additional owner names on page two. (Address) MOORED HOOK QUARTER B3 (Address) City St nowt State VI Zp ffid 07 Country offer: iStANDS USA Physical Address: Required when mailing address is a P 0 Box or mail drop. (Address) (Address) C.:y Country TO RENEW REGISTRATION: REVIEW aircraft registration information. SELECT the appropriate statement, ENTER any change in address in the spaces below. 3.1fili„ gam, a SEta form with the S6 renewal foe to the: FAA Aircraft Registry, PO Box 25504. Oklahoma City OK 731254/504.0r by courier lo: 6425 S Denning Rm 118, Oklahoma City OK 73169-6937 Sate 24/ O I (WE) CERTIFY, THE NAME(S) AND ADDRESSES FROM THE FAA FILES FOR THE OWI&Ft(S) OF THIS AIRCRAFT ARE CORRECT, CYNNERSHIP MEETS CITIZENSHIP REQUIREMENTS OF 14 CFR §47.3, AIRCRAFT IS NOT REGISTERED UNDER THE LAWS OF ANY FOREIGN COUNTRY. O UPDATE THE MAILING PHYSICAL ADDRESS AS SHOWN BELOW. I (WE) CERTIFY THE NAMEISI SHOWN ABOVE FOR THE OWNER(S) OF THIS AIRCRAFT IS CORRECT. OWNERSHIP MEETS THE CITIZENSHIP FtEQUIREMEN I S OF 14 CFR §47 3. AIRCRAFT IS NOT REGISTERED UNDER II IE LAWS OF ANY FOREIGN COUNTRY. NEW MAILING ADDRESS NEW PHYSICAL ADDRESS: complete if physical address has changed. or the now mailing address is a PO Box or Mal Drop. HELPFUL INFORMATION Review Aircraft Registration File Information for this aircraft at: hItryfiregistrY.faa.c)OviairCraftinclUirY. Assistance may be obtained at our web page htt0;//regisb-Y.f8a.C1Ou/renewregistration by e marl a: faa.aircratreoistrvefaa.00ir. or by telephone a' (866) 762 9434 (toll free). or (405) 954 3116 When mailing fees, please use a d'eck or money order made payable to :he Federal Awason Administration. Signature and Title Requirements for Common Registration Types: Irchieduai owner must sign. title would be 'owner'. Partnership general partner signs showing 'general partner as title. Corporation corporate officer or manager signs. showing full title. • Limited Liabeh Co authorized member. manager. or officer identified in the LLC organization document signs. throning full title. Co-owner each co owner must sign. snowing "co corner as tle. GOwenment authorized person must sign and show their full title. Noes: Al signatures must be In Ink, or other permanent media. To correct ambles: Draw a single line through error. Make correct entry in remaining space, or complete the form whine An application form will be wheeled if any entry is covered by correction tape or similarly obscured. TO CANCEL THE REGISTRATION FOR THIS AIRCRAFT: CHFCv All apt:Acade blocks) below. COMPI FTF. SIGN. GAM B Hee. This term with any fees to the: FAA Aircraft Registry. PO Box 25504, Oklahoma City. OK, 73125-0504. or by courier to: 6425 S Denning Rm. 118, adenoma City ON 73169.6937 K CANCELLATION OF REGISTRATION IS REQUESTED. • THE AIRCRAFT WAS SOLD TO: (Show purchaser's name and address.) K THE AIRCRAFT IS DESTROYED OR SCRAPPED. K THE AIRCRAFT WAS EXPORTED TO: ▪ OTHER. Specify ▪ PLEASE RESERVE N-NUMBER IN THE OWNER'S NAME AND ADDRESS. The S10 reservation fee is enclosed. SIGNATURE Of OWNER 1 Cretwited led) Electroncalry Cerbied by Registered Owners SIGNATURE OF OWNER 2 PRINTED NAME Cr SIGNER (required field) TM.E (required lied) DATE 3/8/2016 DATE PRINTED NAME OF SIGNER TITLE Use page 2 for additional signatures. AC rem 8050-I B (04112) Fee paid: 5,5 (201603081006541815N8) SDNY_GM_02 754343 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00241265 EFTA01261154 SDNY_GM_02754344 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241266 EFTA01261155 OMB Como' Numbe 21260729 Expcses 044617 Note; Twelve (12) owner names may be entered on this page. If you require more, enter the first 12 names and then print this page by pressing the 'Print Page 2' button below. Next click the 'Reset' button to clear the data fields (from page 2 only) to add more names. Repeat action as needed. NAME OF OWNER DATE SIGNATURE I PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE I PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE I PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE I PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE I PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE I PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE PRINTED NAME OF SIGNER TITLE AC Form 8050-1B (04/12) REF N -NUM: 212.1E SDNY_GM_02 754345 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00241267 EFTA01261156 SDNY_GM_02754346 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00241268 EFTA01261157 I 0 us. Dap- as er neneouseen aateral Aviation Adrenlatrann ASSIGNMENT OF SPECIAL REGISTRATION NUMBERS Special Registration N212JE Number Aircraft Make and Model GULFSTREAM AEROSPACE 04V Present Registration Number N423TT Serial Number 1085 Issue Date: May 30, 2013 ICAO AIRCRAFT ADDRESS CODE FOR N212JE - 50340675 JEGE LLC 6100 RED HOOK QUARTER B3 SrINOMAS VI VI 00802 This is your authority to change the Urns Stye animation samba on the shore detrital aircraft to the special registration number shown. Cary duplicate of de form in the aircraft together with the old mginrarion certificate as Seim anhority to operate the aircraft palling moeipt of revise certificate of registration Obtain a revised catboat of airwethinen hoer your new- est Flight Succlards Diana Office The lent FAA Foes 81304 Applkatkei Per Alnerthineta an Misdated: Dec 16, 1988 The airwerthinen desalacenon and cartgory: STD TRANSP INSTRUCTIONS: SIGN AND RETURN THE ORIGINAL of this form to the Civil Aviation Registry. AFS-750. within 5 days after the special mistral/on number is placed on the aircraft. A revised certificate will than be issued. The authority to we the 'pedal Number expires: May 30, 2014 CERTIFICATION: teat/1y on the ainzaft deented store. Signetwe of Omer that the special migration maker was plead 41 1/4t.,ge,cg RETURN FORM TO: Civil Aviation Registry, AFS.750 P.O. Box 25504 Oklahoma City, Oklahoma 73125-0504 de rns Tide of Outer. .A4/4-NA 6rs-, GC, Lit 0 NO ......).. p n Date Placed on Aircraft Jig ife'" , he() I.7 AC Foam Ina 000.15/ nemanse• Priam raglao Return Certificate of Registration to Return Certificate of Registration to DAT.S LASTS 0 a 0 0 0 SDNY_GM_02754347 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241269 EFTA01261158 VII0HrINO Al10 VP OHYTIO 80 II WEI Z WEIR efi M11%310321 IMMIV VV.I HUM 33111 SDNY_GM_02754348 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00241270 EFTA01261159 A / ACTION I /SCL) Insured Aircraft Title Service, Inc. T S P.O. Box 19527 4848 SW 38th Sent FEDERAL AVIATION ADMINISTRATION CENTRAL RECORDS DIVISION OKLAHOMA CITY, OKLAHOMA Date: 05/20/13 Dear Sir/Madam: Oklahoma City, Ok 73144 Oklahoma City, Ok 73179 FAX Please Reserve N in NAME ONLY for: (1) Please Reserve N 212JE' and assign for the following aircraft: 0 N# CHANGE REQUEST N 423T1 Make Gulfstream Aerospace Model G-IV Serial N 1085 Which is (1) being purchased by XX (2) registered to JEGE, LLC 6100 Red Hook Quarter. 83 St. Thomas VI. 00802 Payment of the required $10.00 fee per number to reserve/assign is attached. If the preferred N number is not available, please contact the undersigned for a selection of a new number. Please send the confirmation of reservation/8050-64 form to Insured Aircraft Title Service, Inc. in the Public Documents room of the FM. Additional Information: *See Attached Relinquishment Requested by 3)70 J2 9-/ Olaeenae Dingee Fee: $20.00 131400747029 $20.00 05/20/2013 SDNY_GM_02754349 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 0 0 a 1/4) 0 EFTA_00241271 EFTA01261160 YWOHMIO ADO VIIOHYTIn Sh L Wd 0? AN (10? ye NOIlvaisia3a sJVJO8IV VVA HUM 63114 SDNY_GM_02 754350 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 1O, 15, and 17 EFTA_00241272 EFTA01261161 KEN AP ED CRS IR MOM UNITED STATES OF AMERICA COMMENT OF TRANSPORTATION AviaNiARRIRMATOmmol • ME M) NONIONNAMIGIMARta. Mot, AIRCRAFT REGISTRATION PPPUCREN CENT ISSUE DATE RED MAWR N 423 -r T C IIMILEACTURER A MOOG. • OI F 6ra eA F.01 ACMSSA909 i V AIRCRAFT SERPA Me ( 0 a F FOR FM USE ONLY • MI OF (Cloak as *) O 1. *sedum O 2. Poore* Carponion O 4. Cisame O & Govt O Ii i".":42" NAME OF APPLICANT (AwarRIROTTII On AS 0 ImiellOW • OROS 0. MP Aro Tett name. ma ef4Cle A ) • j E G cm LL e_. TELDMIONE NIASUI: I I LIONESS Sam RN P.O. DUO Rao) itroonor /ming la Appian uswa)p RAF. PPORMI MOM RAINP) NI use... 6100 Pea NODie t ePusidet 133 i MO RAO*: P.O. Oar an 5 . 7 :" //0/0/95 0 nS VT ZIP COOS 0080 a 0 CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION! Reed the following statement before signing this application. This portion MUST be compieted. A Wm a delftnest antes (0 any 0.4010n 0 Ns SWICItlip, mei, be wo.nos a protean Oy MO ano tot OrOn*Onfrien NS C400. Tte 'I,. SIC 'COI • CERTIFICATION 4W CERT03 TOT to Rone Poen a oral to S • • Giza coranam91 0) p onealerld ophicant WRUNG el to Load SOYA OW wee mot go on of ea CIRCA ONE AS APPROPRATE I. O A /ASA ami, se. rim nownsia Pow cip es Apo TOR) Ml • O A Amato agyame) comma* RV RAO Rama oNla Fe Lew is Omis we no wait o owed sof photIO ~one Wad Sitio Roots been nova we somas for toloOn a (DEW Re NARA • ea roGnent under Pe Mars On 9:4•Ir ewer AO (3) Rol Rol *Ono of won* • ~0 a tee too MO v. M Poen Anton Monne& SCRE:STROOFFEI 10, CO-OweRfRip MI 10016011ADI MOM Mr U.S IRMO WO F 0110314(ry TYPE OR BELOW SIGNATURE Fig t. z ill i W .1) s• sJA TITLE MANAlyER OAT( ploy o7.241• I.—/ZOrefiCe , 0 -5451 C L 1111E DATE DATE NOTE Peep a We ConIcar et Moat Rameraticen me wait toy be la • nor o was of 90 Top Rood cool Roo Com WOO hoe to PINT coo el Ms apkeICA "Vag I:* GIV/190 In Pa anal AC Fam M4(903) I0052016239007) SDNY_GM_02754351 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00241273 EFTA01261162 • " 1001)10 VIA0M1)1u tZ tWa t 18.1 IvticAM 03 14 Its 14°‘4,1 141 (1311 SDNY_GM_02754352 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA 00241274 EFTA01261163 N N UNITED STATES OF AMERICA U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AvIATION ADMIOSTRATION AIRCRAFT BILL OF SALE OMB COMMA No. 2120-0912 Eon. 1113012014 0 < a co FOR AND IN CONSIDERATION OF $ 1 0VC UNDERSIGNED OWNER(S) OF THE FULL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: THE LEGAL UNITED STATES REGISTRATION NUMBER N423T1 AIRCRAFT MANUFACTURER & MODEL 0 eMif6Yea() Acrovact 6-I ti 0 AIRCRAFT SERIAL No. 1085 0 DOES THIS SnA DAY OF /lay 2013 0 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: Do Not Woo In TN, Shirk FOR FAA USE ONLY PURCHASER NAME AND ADDRESS INDIVIDUAL(S), GIVE LAST NAME. FIRST NAME, AND IAOOLE INITIAL.) JEGE, MAC oo P4 4 flool< Ota.c. c, 6 3 5 -1-.11 0,445 Usti" oo Yo.- DEALER CERTIFICATE NUMBER AND TO EXECUTORS. ADIANISTRATORS. MD ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER. MO WARRANTS THE TITLE THEREOF IN TESTIMONY WHEREOF HAVE SET re -J co NAME(S) OF SELLER (TYPED OR PRINTED) TRT LEASING, INC. i nt HAND AND SEAL THIS DAY OF SIGNATURE(S) (IN INN) (IF EXECUTED FOR CO-OWNERSHIP, ALL MUSTSIGN. 0706 TITLE (TYPED OR PRINTED) TERRY TAYLO9. PRESIDENT ACKNOWLEDGMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) 131231531112 $5.00 05/03/2013 ORIGINAL: TO FAA AC Fonn 8050-2 (01(12) (NSN 005200429-0003F I hereby Certify that this is a true and correct copy of the original A I C SDNY_GM_02754353 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241275 EFTA01261164 VY1014111)10 All0 MOWN() £Z £ Ltd AUU C101 L8 1101/1.11;1S1038 1.1O1081V Wd HUM and SDNY_GM_02754354 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241276 EFTA01261165 DOCUMENT LEVEL ANNOTATIONS Orig Doc Id 8259 fir 5/3/13 retd to AIC SDNY_GM_02754355 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241277 EFTA01261166 SDNY_GM_02754356 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00241278 EFTA01261167 FAA RELEASE The undersigned, VFS Financing, Inc., as secured party, under that certain Aircraft Security Agreement dated as of November 28, 2006, as more particularly described in Annex I attached hereto (the "Agreement"), with respect to the Aircraft, as more particularly described in Annex I attached hereto (the "Aircraft"), hereby releases the Agreement and Further releases the Aircraft from all the terms and conditions of the Agreement. Dated this 3 nA day of /lay , 2013. VFS Financing, Inc., as secured party By: 9# 1,4 4x( IA / 009GECORP.0509 N423TT Title: Manager. Asset Management of the General Electric Capital Coro. it's attorney in fact I hereby certify that this is a true and correct copy of the original A I C SDNY_GM_02754357 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 5 a A A a a DT EFTA 00241279 EFTA01261168 MOW/1N0 ADO VCIOHV1N0 C2 C bid C CP U8 1401INUIS/$38 14n1381,1 ELLIM 03114 SDNY_GM_02754358 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241280 EFTA01261169 Annex I to FAA Release Description of Agreement Security Agreement Aircraft dated as of November 28, 2006 between TRT Leasing, Inc., as debtor, and VFS Financing, Inc., as secured party, which was recorded by the Federal Aviation Administration on November 28, 2006 and assigned Conveyance No. L081367. Description of Aircraft One (I) Gulfstream Aerospace, G-IV aircraft bearing manufacturer's serial numbers 1085, FAA registration N423TT, and Two (2) Rolls Royce Tay MK611-8 engines bearing manufacturer's serial numbers 16291 and 16292 009GECORP.0509 N423TT SDNY_GM_02754359 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0024 128 I EFTA01261170 v- 0 "--56) SDNY_GM_02754360 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0024 1282 EFTA01261171 DOCUMENT LEVEL ANNOTATIONS See Recorded Conveyance L081367 Doc ID C304 Page 1 Orig Doc Id 8257 fir 5/3/13 retd to AIC SDNY_GM_02754361 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00241283 EFTA01261172 SONY_GM_02754362 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00241284 EFTA01261173 • ' “ }.7?"017)/": )IVINWA ;:trInr3 9 1iterdrr kl- - U.S.DEPARTMENT OF TRANSPORTA N FORM APPIIN 0 0 8 9 8 9 lQ FEDERAL AVIATION ADMINISTRATION 0Ma NO 2170..0 THIS FORM SERVES TWO PURPOSES PART I acknowledges the recording of a security conveyance covering the collateral shorn. PART II is a suggested form of release which may be used to release the collateral from the tarns of the conveyance. CONVEYANCE RECORDED e 52 • Oo Na wrier bine Mock FOR FAA USE ONLY PART I CONVEYANCE RECORDATION NOTICE NAME Qin name firm) OF DEBTOR 2098 OCT 19 Pirl PETERSEN AVIATION FEDERAL AVIATION NAME and ADDRESS OF SECURED PARTY/ASSIGNEE WELLS FARGO BANK N.A. 333 S GRAND AVE, STE S40 SEE RECORDED MAC SE2064.050 NUMBER LOS ANGELES, CA 90671 DOG ID , CONVEYANCE C' tioni MINISTRATION coOtt PAGE NAME OF SECURED PARTY'S ASSIGNOR (if assigned) • FAA REGISTRATION NUMBER N477RP N677RP AIRCRAFT SERIAL NUMBER 1247 1085 AIRCRAFT MFR. (BUILDER) and MODEL GULFSTREAM AEROSPACE G1V ENGINE MFR. and MODEL ROLLS ROYCE TAY.611-8 MR ENGINE SMANIR4BER(S) . 16616 16292 16615 16291 PROPELLER MFR. and MODEL PROPELLER SEXUAL NUMBER(S) THESECURITY CONVEYANCE DATED THE CIVIL AVIATION REGISTRY ON March 5.2001 COVERING THE ABOVE COLLATERAL WAS RECORDED BY co6n AA., itrhi-sistece April 13, 200 AS CONVEYANCE NUMBER -4-n......t a4agtone--bt ir • 4a4n./4„t„ L• /0 / >002. At ce-coCed..._ / &A., eatiflatte-tita• ittp36 0/, • ..k -rib n , Clecte --46 6 1 77 'C Inn " 'Ft Joyce Stanford /7/ "°3 LEGAL LUCA ER PART II .. RELEASE - (This suggested release form may be executed by the secured party and returned to the Civil Aviation Regisoy when tenor of the conveyance have been satisfied. See below for additional information.) THE UNDERSIGNED HEREBY CERTIFIES AND ACKNOWLEDGES OTHER EVIDENCE OF INDEBTEDNESS SECURED BY THE CONVEYANCE COLLATERAL AND THAT THE SAME COLLATERAL IS HEREBY RETAINED PI ME COLLATERAL BY THE CONVEYANCE IS HEREBY WHO EXECUTED THE CONVEYANCE, OR TO THE ASSIGNEE OF PROVIDED, THAT NO EXPRESS WARRANTY IS GIVEN NOR IMPLIED THAT THEY ARE THE REFERRED TO RELEASED FROM THE SOLD. GRANTED SAID PARTY IF THE CONVEYANCE BY REASON OP EXECUTION DATE OF RFT EASE TRUE AND LAWFUL. HOLDER OF TEE NOTE OR HEREIN ON THE ABOVE DESCRIBED TERMS OF THE CONVEYANCE. ANY TITLE TRANSFERRED. AND ASSIGNED TO THE PARTY SHALL HAVE BEEN ASSIGNED: OR DELIVERY OF ME RFI FA SE. fLP.t t, £, ;a96 This Tam is only intended to be a suggested form of release, which meets the recording-requirements Of the Federal Aviation AG of 1958, and the regulations issued thereunder. In addition to these requirements, the form rased by the security holder should bc drafted in accordance with the pertinent provisions of local statutes and other applicable federal statutes. This fonts may be reproduced. There is no fee for recording a Meat Send to Aircraft Regina- tion Branch. P.O. Box 25504, Oklahoma City, Oklahoma 73125. • SIGNATURIMbi Ink) TITLE 04 9 0e ( 5 a Ar t) . fat giadatedd (A pasta signing fora corporation must Mi.:cream officer or hold • managerial position and mat show his tide A person signing foe another should set pans 47 and 49 Mete Federal Aviation Regulations (14 CFR)) Cr/5 led prok-3- SDNY_GM_02754363 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0024 1285 EFTA01261174 ' CERTIFICATE • mein tehlt4 that I have comPair thl:a :minimal with the °Oral 'may na a Vacant's:coed copy of said wig) • _ • • gWrCRAA1.:*‘A A110 VYtOH1+lK0 £ bid 92 co, 9902 tre brouvutsia38 if/ — 6.1 h id H1114 03114 81V SDNY_GM_02754364 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241286 EFTA01261175 03/27/2013 16:44 7048146490 AIS INC PAGE 02 CAR FAX CHANGE OF ADDRESS NOTIFICATION (AIRCRAFT OWNER) PRINT OR TYPE Name of Registered Owner TRT Leasing, Inc. 505 S. Fluster Dr Suite 700 West Pain, Beach. FL 33401 Aircraft Registration Number N 423T1' Manufacturer Gulfseream Model GIV Saial Number loss Mailing Address of PO Esoz , include pbysial address) Nov Address 505 S. Hagler Dr Sune 700 City WeSt Palm Beach SIGNATURE (DO NOT Print or Type) ()writ civ-ct_ gfr74 SIGNATURE REQUIREMENTS: State FL J Zip Cade 33401 Title Secretary (Show appropra« tide Co Lionel • Intliairia0. Damn must sign. • Pam:Stip A stmenl pamta must squt • Corpormica. A comomit officer or managing official inapt sign. • Co-owner: Each Co-owner must sir. • GOVCIIITC114: Any authorized person may sip (gri&ig APS-750-ADDIG-I (0m) SDNY_GM 02754365 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 ffi • x ci O EFTA_00241287 EFTA01261176 VW0HV-10 ALIO VVi0Htl1)10 9Z 9 1,19 8Z Huti clot SDNY_GM_02754366 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA _00241288 EFTA01261177 to In ID In • 42 US.DepolnieN cfirtnftoorlalion Ceded Medan ASSIGNMENT OF SPECIAL REGISTRATION NUMBERS Special Registration Number N 4231T Aircraft Make and Model GULFSTREAN AEROSPACE G — I V Present RO9iSicitiOri NuMbOr N 677RP SerRINulattcr 1085 3980115 Adnatelfetion 4111 ICAO AIRCRAFT ADDRESS CODE WasONG APRIL 03, 2007 FOR N4237 T = 51204177 The gybe aunorly kr charge the United Stales regisira- gas rumba on the above descnbed aircraft lo the special TRT LEASING INC reptilian number shown 515 N FLAGLER DR STE P400 Cam clupbas of Pis kern in the aircraft together yea the WEST PALM BEACH FL 33401-4320 old registration cogitate as ritenm authonty le opera* the ARAN pending receipt of revised orticae of registratiat Wars a renewed certificate of anvorlhness from your runt. MAIM aimGeoro 4.9377 eel Flight Starclards Dana plod ' DATE 16 MATIT ---------- The latest FAA Ferm 8130-6. Application For Airworthiness on file is detect CECEMSER 16, 1988 The aliworthiness classMcation and category: STD TRANSP INSTRUCTIONS: SIGN ANU RETURN THE ORIGINAL of this form to the Civil Aviation Registry. AFS-750. within 5 days after the spec.' registration number is placed on the aircraft. A revised certificate will then be issued. 0 The fauthOrity tO use the special number expires: APRIL 03, 2008 CERTIFICATION: I certify special registration number was placed on the RETURN FORM TO: aircraft described . Civil Aviation Registry. AFS-750 P.O. Box 25504 Signature of Owner Oklahoma City. Oklahoma 73123-0304 Title of Owner. PAGif Date Placed on Aircraft V% i AC Form 8050-64 (5/2005) Supersedes Previous Ed SDNY_GM_02754367 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00241289 EFTA01261178 • • SIDNYGM02754368 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241290 EFTA01261179 so 01 A Insured Aircraft Title Service, Inc. S P.O. Box 19527 • Oklahoma City, Oklahoma 73144 • (405) 681-6663 (800) 654-4882 FAX #405.681.9299 DATE: 2C-01 FEDERAL AVIATION ADMINISTRATION CENTRAL RECORDS DIVISION OKLAHOMA CITY, OK Gentlemen: Please reserve N in NAME ONLY for: & 10 APR 03 2907 Please reserve N4a -r-r for assignment to the following aircraft: 0712, 6u lefrawl er I v Jo&C Current Nil Make Model Serial # Which is (I) being purchased by: or (2) is registered to: )CK TeT b gun Mt. Payment of the required SIO fee per number to reserve it for one year is attached. If the preferred N number is not available, please contact the undersigned for a selection of a new number. Please send the letter of confirmation or the 64 form to Insured Aircraft Title Service in the P.D. Room. Additional Information: Thank you, Ang e Risley N Number Consultant 070590958297 $10.00 02/28/2007 Serving the Aviation Industry for over 35 years SDNY GM 02754369 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00241291 EFTA01261180 ti • • VWOHV1U0 All0 VHOHVly0 Lb 6 Wd 82 OD IOU 88 NOILYSISIO3e1 liV210130/ YV4 HUM 03111 SDNY_GM_02754370 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241292 EFTA01261181 att,PUU FEB 28 2007 Insured AircraftTine Service P.O. Box 19527 • Oklahoma City. Oklahoma 7713.E • FAX/ Telex Federal Aviation Administration Oklahoma City, OK. 73125 Attention: Aircraft Registry N: make: 6uirshreani Atrapaec Model: 6-I v serial: logs Date: 02..Ag_007 * Certificate has been lost in mail. or * Customer has misplaced the certificate. Please issue a Duplicate Certificate*for the aboVe referenced aircraft which is currently registered to: -re:r Leafing one. *1210Ase also issue a Flying Time Wire for this aircraft to the following Party: ppiplillinatalm•••11 07(1590959297 $2.00 02/28/2007 Please send a copy of this wire to Insured Aircraft Title Service, Inc. in the P.D. Roca Thank You! I.A.T.S; BY: SDNY_GM_02754371 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241293 EFTA01261182 VHONV1)10 A.1.10 1/14014V1)40 ZS 6 LIU 8Z 833 LOU as N01.1.flaSia3Bindoemy VYJ HUM 03111 SDNY_GM_02754372 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA _00241294 EFTA01261183 m E009 119 ••• FAA PARTIAL RELEASE The undersigned, Sovereign Bank, hereby releases the Aircraft amBIKPIANOfieBEAORDED deseribtx1 and defined on Exhibit A attached hereto, from the terms and conditions of that certain Aircraft Security Agreement, which is described and defined on Exhibit B attached N h ereto. 70U7 JFI 26 PP1 2 32 Sovereign Bank also releases the Aircraft from the !DEKA, as definsd oft Exhibit B attached hereto. The IDERA is hereby terminated. t9t RAL AVIATION ADMINISTRATION The Aircraft Security Agreement otherwise remains in full force and effect. All Irrevocable Deregistration and Export Request Authorizations filed in connection with the Aircraft Security Agreement, other than the IDERA, remain in full force and effect. Dated as of January 1(9, 2007. Sovereign Bank 10)5157_1(M By: Title:. CERTIFIED COPY-TO BE RECORDED Wu-) A02.4 OPP)! cg, SDNY_GM_02754373 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241295 EFTA01261184 •• r All3 YH0HY1N0 Ih Z lid SINOP LOO? HE N011irkliS103N 10113111V VVA HUM 03113 SDNY_Gtvl_02754374 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00241296 EFTA01261185 10 r. 0 EXHIBIT A The Aircraft One (I) BAEL2.5 rios1001218(desetibed as on the International Registry drop down menu as .)eit , model BAE 125 SERIES I 000A) aircraft bearing manufacturer's serial number 259036 and United States Registration No. N127RP (the "Aircraft") (model Awa45) Two (2) Pratt & Whitney (described as on the International Registry drop down menu as PRATT & WHITNEY CANADA PW300 SERIES) aircraft engines bearing manufacturer's serial numbers PCE-305140 and PCE-305141 (collectively, the "Engines") The Engines COreorcvfe (re's Li-i 4&* 6 ri-r iSh po-c e 1011tS7) nor SDNY_GM_02754375 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241297 EFTA01261186 SDNY_GM_02754376 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00241298 EFTA01261187 • e_ %IP EXHIBIT B The Aircraft Security Agreement Ta l-s t nU• Aircraft Security Agreement dated as of September 26, 2006 (the "Aircraft Security Agreement") between Aviation Acquisition Corporation ("AAC"), as debtor, and Sovereign Bank, as lender, covering the Aircraft and Engines, which Aircraft Security Agreement was recorded by the FAA on October 19, 2006 and assigned Conveyance No. M008487. ,1DERA Irrevocable Deregistration and Export Request Authorization dated September 26, 2006 (the "IDERA") by AAC, in favor of Sovereign Bank, covering the Aircraft, and associated with the Aircraft Security Agreement, as defined above; which IDERA was filed with the FAA on September 26, 2006 as an attachment to the Aircraft Security Agreement. times]) ooc SDNY_GM_02754377 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00241299 EFTA01261188 COMp bi ARISt totecragealob ° webs hw t Slov iv area ERrocAre ar EN raua VPIOHY1)10 Alla YWOMMIO Th l bid 9I NEW /112 88 ti011ty8181038 1.1VHOUIV VVj HI1M 03114 SDNY_GM_02754378 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241300 EFTA01261189 EO 0 9 5!_i6 IAA PARTIAL RELEASE The undersigned, Sovereign Bank, hereby releases the Aircraft anitaigiaNsOEdiEOFIRDED described and defined on Exhibit A attached hereto, from the terms and conditions of that certain Aircraft Security Agreement, which is described and defined on Exhibit B attached he 2097,IRN 26 PM 1 58 Sovereign Bank also releases the Aircraft from the IDERA, as defined on Exhibit CION a attached hereto. The IDERA is hereby terminated. FEDE•RAL ADMINISTRATION The Aircraft Security Agreement otherwise remains in full force and effect. All Irrevocable Deregistration and Export Request Authorizations filed in connection with the Aircraft Security Agreement, other than the IDERA, remain in full force and effect. Dated as oflanuary 19, 2007. 191310.1 DOC OA-41y i D reAt Sovereign Bank BY: 4,Lpl I Saraday Title: Vice Preside auk- kel CERTIFIED COPY-TO BE RECORDED SDNY_GM_02754379 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00241301 EFTA01261190 C f vilomrnio hita vivoarbro Lid 91 NEW 1002 as aouvals153d 1 'VIVO bbd NIIA4 031;4 dIV SDNY_GM_02754380 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00241302 EFTA01261191 p. EXHIBIT A The Aircraft One (I) -X— BAE,S51000A(described as on the International Registry drop down menu as 4e model BAE 125 SERIES 1000A) aircraft bearing manufacturer's serial number 259021 and United States Registration No. NI 37RP (the "Aircraft") (model PW3c56) Two (2) Pratt & Whitney (described as on the International Registry drop down menu as PRATT & WHITNEY CANADA PW300 SERIES) aircraft engines bearing manufacturer's serial numbers PCE-305054 and PCE-305057 (collectively, the "Engines") The Engines ye 8ri-HA Cienspxce 1933$51.1COC SDNY_GM_02754381 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241303 EFTA01261192 SDNYGMJ12754382 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241304 EFTA01261193 AO AO MI EXHIBIT B The Aircraft Security Agreement Aircraft Security Agreement dated as of September 26, 2006 (the "Aircraft Security Agreement") between Aviation Acquisition Corporation ("AAC"), as debtor, and Sovereign Bank, as lender, covering the Aircraft and Engines, which Aircraft Security Agreement was recorded by the FAA on October 19, 2006 and assigned Conveyance No. M008487. IDERA Irrevocable Deregistration and Export Request Authorization dated September 26, 2006 (the "IDERA") by AAC, in favor of Sovereign Bank, covering the Aircraft, and associated with the Aircraft Security Agreement, as defined above; which IDERA was filed with the FAA on September 26, 2006 as an attachment to the Aircraft Security Agreement. 1915157 1.110C SDNY_GA4_02754383 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF1'A_00241305 EFTA01261194 p_ COA0ARI ♦allakial."911441 eklmm CAT! lisoitiairtV4v VP4OHV1)10 All0 VIIOHY1:40 Ih Z Idd 91 NUP I001 NO1/1/815103N 1.-17110/111' VV3 HIM 03112 SDNY_GM_02754384 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241306 EFTA01261195 0 ra p. Jn ro FAA PARTIAL RELEASE The undersigned, Sovereign Bank, hereby releases the Aircraft and Engines, which arc described and defined on Exhibit A attached hereto, from the terms and conditions of that certain Aircraft Security Agreement, which is described and defined on Exhibit B attached hereto. Sovereign Bank also releases the Aircraft from the IDERA, as defined on Exhibit B, attached hereto. The IDERA is hereby terminated. The Aircraft Security Agreement otherwise remains in MI force and effect. All Irrevocable Deregistration and Export Request Authorizations filed in connection with the Aircraft Security Agianient, other than the IDERA, remain in full force and effect. Dated as of January lb, 2007. A 0 6 5 5 1 9 CONVEYANCE RECORDED 2003 JRN 24 AM 8 28 FEDERAL AVIATION ADMINISTRATION 19131O.I D0C Q(:5 caki‘ 1/4 . -VA:1/4A\ CERTIFIED COPY-TO BE RECORDED SDNY GM 02754385 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241307 EFTA01261196 1/P4OHVDIO All0 VWOHV1WO Th Z Wd SI NU r 202 NOIlValS1038 MUM)/ • ,VV.4 HIM 03114 • SDNY_GM_02754386 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241308 EFTA01261197 i f C a A 1 EXHIBIT A The Aircraft One (I) BAEL7ntries1000ft(described as on the International Registry drop down menu as )(44 , model BAE 125 SERIES 1000A) aircraft bearing manufacturer's serial number 259038 and United States Registration No. NI07RP (the "Aircraft") (n.detcl PW30-513) Two (2) Pratt & Whitney (described as on the International Registry drop down menu as PRATT & WHITNEY CANADA PW300 SERIES) aircraft engines bearing manufacturer's serial numbers PCE-305078 and PCE-305074 (collectively, the "Engines") * Corpore.te iSts *** 6r:4-irk Rerosrce, 19334137.100C The Engines SDNYGh402754387 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00241309 EFTA01261198 A SDNY_GM_027.3813 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241310 EFTA01261199 a a fM in N EXHIBIT B The Aircraft Security Agreement Aircraft Security Agreement dated as of September 26, 2006 (the "Aircraft Security Agreement") between Aviation Acquisition Corporation ("AAC"), as debtor, and Sovereign Bank, as lender, covering the Aircraft and Engines, which Aircraft Security Agreement was recorded by the FAA on October 19, 2006 and assigned Conveyance No. M008487. IDERA Irrevocable Deregistration and Export Request Authorization dated September 26, 2006 (the "IDERA") by AAC, in favor of Sovereign Bank, coveting the Aircraft, and associatcd with the Aircraft Security Agreement, as defined above; which IDERA was filed with the FAA on September 26, 2006 as an attachment to the Aircraft Security Agreement. Nits).1 DOC SDNY_GM_02754389 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241311 EFTA01261200 F COMPARISON CERTIFICATE I In tone's the lowly Wynn Wei the aighm and fa we Is a he toccata Awes vwcornio 1110 viiowrno 16 3 ltki 91 we NU se, 18 N011'48 O38 i'783WV VV.3 HIM G31" SDNY_GM_02754390 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0024 13 12 EFTA01261201 .• • FILING COPY (R040506) 4 J92959O71 IIIIK I WINN FORM OF IRREVOCABLE DE-REGISTRATION AND EXPORT REQUEST AUTHORIZATION elDERA^) L. JAN I o 2007 Thia IDERA is hided to and pan of that certain Aircraft Security Agreement datalkitiAtÅStb fry and between VfS Financing. Inc. (together with its successors and assigns, if ay. "Seared Party") and TRT Leasing, Inc (together with its successors and permitted assignst if an» "Dated% which if being filed with the Federal Aviation Admoistralion conecmponneourly herewith , 20 Oka To: Federal Aviation Ad:animation Re Irrevocable De-Registrace and Pearl Request Ataxia:co The undersigned is the registered owner of the Gulf Sham Aerospace &IV baring manufacturer's serial number 1011S and FAA registration number N677RP (together with all Omega, inculpated or attached acccssones, part and equipment. the ^Aircraft") This mamma, is an intwastat de-registration and ppm roan( authentati0n issued by the undersigned in friur of VFS Financing, Inc. (the "Aailliertied Parry") under the authority of Article XIII of the Protocol to the Convention on inlenialsonal Interests in Mobile Equipment on Maners specific b Aircraft Equipment. 4, accordsnce with that Article. the adenigned hanby rat: (i) reception that the Awl:honed Party or the person it certifies as its designet is the sole person nitiikd to- (a) proton the deeegistration of the aircraft (rom the rand Aviation Adminisoabon mainumed by de U.S. Department of Transportation for the purpose of Capra III of the CIMWMICHI on International OW Ablation, signed at Chicago, on 7 December 1944, id (b) procure the agog and physical transfer of de aircraft from the United San of America; and (id confirmation that the Audorired Party or the person it certifies as its designee may take the action specified in clause (i) abuse on amen demand without she consent of de undersigned and that, upon such demand. the authorities in the United States of Amenca shall co-opyak with the Authonzed Party with a view to the speedy corrpktion of such action. The rights n favor of the Authorized Party established by this instrument may not be revoked by the undersigned withal the written consent of the Authorized Party. Please acknowledge YoW atnernou b this (equal and es cams by approaude notation in the space provided below and lodging this imminent in Federal Aviation Adminisuatioa. Arced to aid bilged 9 (1 I t ati r P-CTD -ro DE17; f-1-. TRT Lensing. Inc fit C;. • Its. SONY GM 02754391 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00241313 EFTA01261202 VINOHTINO All0 VNIOHV1)t0 Sh i Lid 82 flON 9002 Ile HDliVHISIDMI 13YUOS VV.4 HUM 0311:1 02754392 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10,Y1 5, and 17 EFTA_00241314 EFTA01261203 1 U.S. DEPARTMENT OF TRANSPORTATION . FEDERAL AVIATION ADMINISTRATION CROSS-REFERENCE-RECORDATION SEE CONVEYANCE NO FILING DATE: This form is to be used in cases where a conveyance covers several aircraft and engines, propellers, or locations. File original of this form with the recorded conveyance and a copy in each aircraft folder involved. TYPE OF CONVEYANCE AIRCRAFT SECURITY AGREEMENT DATE EXECUTED 11/28/2006 FROM TRT LEASING MC DOCUMENT NO. L081367 TO OR ASSIGNED TO VFS FINANCING INC DATE RECORDED January 10, 2007 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: AIRCRAFT (List by regilltiliOn Amain) I VITAI NI IMRFR INVOI VFW) I N677RP ENGINES I TATA! NIIMRFR PAM vrn 2 MAKE(S) ROLLS ROYCE TAY PAK61 I-8 SERIAL NO. 16291 16292 PROPELLERS I TOTAI NIIMRFR INVOI vFn MAKE(S) SERIAL NO. SPARE PARTS -LOCATIONS I TOTAI NIIMRFR INVill vun LOCATION RECORDEDCONVEYANCE FILED IN. N677RP, GULFSTREAM G-IV, SIN 1085 AC FORM 8050-23 (1.%) (0052-00.582-6000) SDNY_GM_02 754393 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0024B I 5 EFTA01261204 SDNY_GM_027543. SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0024 13 I 6 EFTA01261205 Tt 3 FAA Authorization Code: L 0 8 1 3 6 7 AIRCRAFT SKIN" MiftEEMENT RECORDED International Reguny File Number. (Aim.): 4 btlitt - s 50443 (Ffito. ira0 I - 60541 (Engine No. 2): "Mt On' --/IF tAi 2007 JAN 10 An 11 06 FEDERAL .'.VIATION CERTIFIED•COPY TO BE RECEDED THIS AIRC S cuRily AGREEMENT (as amended-su,.pke.ntd or otherwise modified from time to time, this l'Apnesnene") is made and entered into as of TB;1051hilby and betuun PPS Flasatiog. Ile. a Delaware corporation having an office as 1000 Wladward Commune, Stolle 443. Alpharetta, GA MINS °Order with ItS successors and Mir". if any. "Secured rug") and TRT Leung, Inc a corporation organized and existing under the laws of the Sate of Ronda and having tes principal place of busman at 515 N. FLAMER ORME, SUITE PolO, WEST PALM MACH. FL 33401- (toON" with id ilICCC35041 and permitted assigns. if any. "DeMer"). I Grans of Smartly latent. To sewn Debtor's payment and performince of any and all debts. obliptiats and liabilities of any kind, nature or description who:sona (whether due or to Income due) of Debtor to Secured Pan, including but not limited to those rung under the crematory now dated n or about the date hereof, as it rroy be amended from ume m hone (the "Note"). this Agreement. ander any related Oa-time/as. Including without limitation. any additional promissory notes anent out of, or relating to. this Apeement which may be executed after the date hereof ad any renewals, extols-ions, rtplacernents and modifications thereto (the NOW. this Agreement and all salt related documents being hat:oaks' collectively referred to as the "Deb Deasanans"), and any renewals. extensions, replay:ream and modifications of such debts, obligation and liabilities including all teas of enforcing any rights or rarcats of Secured Party hereunda (including all coat of repossession, refurbishment, resale, re-lease and/or remodeling) and all costs of minding arrounu due hereunder (including all atterne)s' fors) (all of the foratang. the "Obligatioes"). Debtor grants to Secured Party a seemly interea and an 'international interest' (as such min is defined in the Corns:neat en International Interests in Mobile Equipment (the "Ceaventlea") and Notate] thereto on Matters Specific to Aircraft Equipment (the "Protafer) concluded in Cape Town in Nonmba 2001 (the Convention and the Protocol. each, in the official English Isspoge text thereof. are collectively referred to herein as the "Cape Tina Ceaveadon") has been effective pia to the date hereof, an 'ffnentabonal interest' (as such tam Is defined to the Cape Town Convention) in the aircraft and other property desenbed below and in all additions and secessions thereto and substitutions therefor. now or hereafter owned. all unearned insurance pansums and insurance proceeds relating to such property, any 'associated rights- (as defined by the Cape Town Convention) conferred by this Apemen or any of the Debt Deeverenu and the proceeds of all of the foregoing (al of web property and proceeds an collectively refereed to as the "Alrereft"): Aircraft Make: Gulf Seam Aerospace: Model No.: &IV: Serial No.: KM; Registration No.: N677RP: Engine nuke! Rolls Royce: Model No.: TAY MR6114741' Sena! Numbers: 16291 & 16292; together with all other properly essential and appropriate to the operation of the Aircraft, including but not limited to all instrurnents. swanks, auxiliary power units, equipment and accessonct attached to. connected lath or related to the Aircraft, and all lop, manuals and other documents issued fee. a reflecting use oe maintouree of, the AITC/211 and, to the extent Debtor is permuted to grant a panty lowest thaein, all manufacturers and suppliers warranties with respect so the foregoing and all nghu and rem dies under any menteronat or servicing contracts with respect to the Atrcrall (inclading nghts under prepaid accounts or 111011I6 held in fl u puissant thereto) 2. Home Airport. The home airport of the Airerall will be: Palm Beach buena:anal Airport, West Palm Beach. Palm Back County. Ft (Name of Airport. Township. County, State) and will not et changed without the prior written consent of Stand Party. ). Represeetatleas, Wa rattles sad Ceveamitt of Debtor. As of the date hereof. Debtor represents. *mann and covauou that: (a) Debtor ft) is, and will remain. duty organord, vakdly existing and in goad standing under the laws of the State set forth m the preamble of this Agreement. (ii) is, and will remain, duly qualified and homed in every jurisdiction whoever necessary to any on its business and operations and (gamma Each of which engines has 550 or more rated takeoff horsepower or the equivalent thereof. 0b$33 065 801 2.1Q -rt. -pep : fgo CC' SDNY_GM_02 754395 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00241317 EFTA01261206 vu°11v7vo vnourbto Sh I Lid 90 DON 999j 218 N0117819O3 idy• • HIV VV-1 Hithi 037rd SDNY_GM_02754396 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0024 I 3 I 8 EFTA01261207 thl 41 10,1 will continue lo be a "Stine of the Lobed Slates", within the rreanma of 49 U.S.C. ¢10102. as emended. and the regulations thereunder so long as any Obligations an due to Secured Pony under the Debt Documents or otherwise. (b) Debtor's exact legal name is as set forth in the firs paragraph of this Apeement Debtors -location" for purposes of Section 9.307 of the Uniform Contracial Code is the State ad forth in the prearnbk of this Agreement. Debtor is vested in the "Corairactlog Sate" (as defined in the Cape Towri Convention) of the United States of America Thee are no lieu. security interests. mortaaps daises. charger. -intenninnal interests' 'prospective intemanonal interests'. "content of ale' filings (other than a contract of sale filing made in favor of Debtor) or 'prospective contact of sale filings' (as such terms Me defined in the Cape Town Convention), any Irrevocable De.Ftegissranon god Export Request Authorization ("IDERA- ) or other encumbrance (including nonconsensual ban filed at the Intannonal Registry ce othmvise) in each ease atelier or not registaed or filed at the FAA or the thicenational Regiury a elsewhere (collectively. "Llees") in or on the Aircraf . other than Liens in favor of Secured Penh VFS Financing, Inc. or any of its subsidising.: (c) Debtor has adequate power and capacity to enter into. and toperform its obligations under. ash of the Debt Docurnaits and has fun right and lawful authority to gram the sccunty intent. and International interests" etnenbed in the Agreement (including within the manila of Article 700 of the Convention). The Debt Documents have been duly authmized, executed and delivered by Debtor and coronas legal. valid and bending agreements enforceable under all applicable laws in accordance with thee Ian's stem to the cum that the enforcement of remedies may be limited under applicable bankruptcy and insolvency bus; (d) No approval, consent or withholding of objections is required from and no notice is required to be given to any governmental authosity or instrumentality or any other person or allay with respect to the entry into, or perfonnanoe by Debtor of any of the Debt Documents, execs such as have already been obtained. (t) The entry into, and performance by. Debtor of the Debt Documents will not (t) violas any of Debtors organizational documents or any judgmcnk order, law or regulation applicable to Debtor, or (ii) result in any breech of, consume a default tinder, or rust in the erection of. any Lien, on any of Debtors property (except for Lem in Dyer of Secured Parry) pursuant 10. any indenture mortgage, dad of oust bank loon, credit agreement. or oat agrconent or nutriment to which Dauer S a perch (f) There am no suits of proceedings pending ce threatened in court a before any commission. board or other administrative agency against or affecting Debtor which could, in the aggregate, have a mitenal adverse effect on Debtor, its business or op: moons. or as ability to perform its obligations under the Debt Documents; (g) All financial internam delivered to Secured Party in connection with the Oblramions have been prepared m accordance with generally accepted accounting principles, and since the doe of the mat recent financial gateman there has been no material adverse change in Debtor's &uncial condition or business prospects; 00 Debtor is (Or, to the extent that the Aircraft Is to be acquired hereafter. will be) and will menus the sole lawful alma, en sole open and notorious possession of the Airciaft, free from any Leen whatsoever other than those m favor of Secured Party an&ca. VES Financing, be.. Debtor shall warrant and defend tale to the Aircraft Winn all chine and demands of all other pawns claiming any interest therem and shall not create. incur or suffer to cum any Lien with respect to de Aircraft. otter than those in lave/ of Secured Party, VES Financing, be or any of its sutaidiaries: (i) Debtor shall promptly pay or cause to be paid all taxes. Ikons fees, ancturents and public and private chain, that an or troy be levied or assessed on or against the Aircraft or the ;smash, or use thereof. Or on this Mittman: Q) If at the time of Debtor's execution of this Agreement, Debtor is not the registered owner of the Aircraft, as shown m the records of the United Stales Federal AviatiOn Adnnisterion ("FAA"), Debtor at its own expense shall immediately retina the Aircraft in its name with the FAA and, so long as any Obligation is due to Secured Park. Debtor shall not omega. suspend or cancel such registanon or cause it to be impaired. stated or canzelkd, nor register the Aircraft under the laws of any country except the United Suits of Anent: (1) Debtor shall promptly notify Secured Party of any foes or occurrences, which do or. with the panage of tom or giving of notice or both will. constitute a breach Many of the above warranties and coven= or an Event of Defarilt hereunder; (1) Debtor is and will remain in full compliance with ell laws and regulations applicable to it including. without limitation, (I) ensun"8 but no Perm, who owns a controlling invest in or otherwise controls Debtor is or shall be (V) listed on the Specially Designated Nationals and Blocked Person List =matted by die Office of Foreign Assets Control ("OFACTh Department of the Treasury. and/or any other surely hits mantained by OFAC pennant to my whits:int statute. Executive Order or resign/on or (2)o NMI, desisted under Section I (b), (c)or (d) of Executive Order No. 13224 (September 23. 2001 ). any related enabling legislation or any other similar Executive Orders. and (n)complumee with all applicable Bank Secrecy Act (- BSA") laws. regulations and government guidance on BSA compliance and on the prevention and detection of treaty laundering viohacirte (m) Debtor is a "transacting user oat' for purposes of the International Registry, has identified an "adrninisoltor". has appointed a "professional user entity- satisfactory to Secured Party and has paid all required fees and eaten all other actions necessary to enable Secured Party to myna any "mtemanona/ Mincer (including One "contact of ale' interest in Ova of Debtor a against seller. as applicable) or other filing necessary or advisable to perfect or protect the Secured Party's interests created hereby or by any Debt Document with the International Registry. The description of the Aircraft (including the make, model, serial minter and registration number) tit forth above is true. coast and complete. (n) Debtor has inspected the Aircraft, has cortplesed all such tasting 113 it dears necessary and has found such Aircraft to be satisfactory and to be fully operational for its intended use. SONY_GM_02754397 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00241319 EFTA01261208 SDNY_GM_02754398 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241320 EFTA01261209 a 4,1 ••1 4 Farther Wenn. Debtor will promptly, upon Secured Party's regeest and ii Debtor's sole cost arid manse, execute, or otherwise authenner. any document, record or instrument necessary or reasonably advisable for filing, recording, prowling or caftans the largest of Secured Pry in the Arian a otherwise created hereby or by the other Debi Documents (errant UCC. FAA, Cape Tor Carrico filing or other applicable filmp and filings to evidence corrections, arretidmags. telfillnalOdi sad iticTIOVdOdjfnalb Of ISSIpmentk and will lake such other further action as Staged Piny nay reasons* rimer in order to carry out roe effectively the intent and purposes of din Agreement and the other Debt Documents and to establish and promo Secured Party's rights and remedies under "his Agreement. the Wes Debi Documents. or otherwise with respect to the Aircraft In addition. Debtor hereby expressly authoriaa each of Secured Parry, Secured Party's designated FAA escrow agent (which nay be FAA counsel) ad Debtor's 'peofessvonal user entity' to file s UCC-I finances statement, the FAA Bill of Sale, AC' Form g050-1 Aircraft Registration Forts, the AC Form 8050-135 FAA Entry Point Filing Rem and any other documents evidencing Debtor's ogmenhip of the Aircraft (airing the 'canna of sale' merest (as applicable)) arid the "internabonal ingests- (as defined under the Cape Toren Convention) arid any other Matsu created by this Agreement and the other Debt Documents in favor of Secured Party. in each case describing the Aircraft and containing any other inforrnwon required by or reasonably advisable undo the applicable Uniform CommacW Oar.. FARs, Cape Tor Convention and any other applicable law, nary or regulation. At the request of Secured Party following any expiator or Laminar of this Agreement and the other Debt Documents. Debtor shall. at Debtors sole cost and expense, execute and deliver to Secured Party. Cr filing with the FAA and/or the Intonational Realty. as applicable, such documents as Stewed Parry shell require to evidence and confirm the orrice, or tameable of this Agreement and the release of the Aircraft from the wren and conditions hereof. and if Debtor fails for any reason to execute and deliver such documents to Secured Petry. Debtor hereby irrevocably consents to and authorizes Secured Party ea sign Debtors name to such documents and to file (andlor Moroi Debtor's *professional user entity' to Ale) such documents with the FAA and/or the International Registry. as applicable- Debug hereby ratifies its pre atbariation for Secured Early to matte Mar (intruding financing stamens) and amendments thereto describing the Aircraft and commas any other information required by any applicable law (ineludmg without limitation the Uniform Conmereul Code) if filed price to the dale hereof Other than as expressly provided rem. Debtor , shall not file any filings (including any corrective, amendment or termination fibre) or financing stmerrents relating to the Aircraft or the interests created hereby, without Secured Para's prior 'intim consent 5. Ust, Direra, Mantuan, Repair. Storage and Regstratra. Debtor shall use. operate. maintrin, store and repair the Aircraft and roam actual and operational control and possession thereof in complemtt with the following provisions. (a) Debtor shall use, operas, irritate and moo the Aircraft, and every pan thereof. properly, carefully and in comphassee with all appl icabk statutes. ordinances and regulation of aft grisdgoons in which the Aircraft is operated or used, as well as all applicable insurance policies. manufacturer% raorrendations and operating and maintenance manuals. Debtor shad use the Aircraft predominantly for business purposes and any for the purposes and in the mama set forth in the applealion for insurance executed at the time of negrating the purchase of the Antra. AI all ores during the term of this Agreement. Debar than not operate or lore the Aircraft. or suffer or permit the Aircraft to be operated, locoed. or otherwise perm, red to go into or ova (i) sny country or yunsthetion that does not maintain fell diplomatic relation with the United S00% (n) any geographic area %doh is not covered by the assurance policies required by this Areerren% or (iii)anyourisdictien or nation wherein the opera or location thereof read violate arty applicable law. regular. or restricuon , including but not binned to, the US. Export Adminisvation Regulars and the US. International Traffic In Ana Regulation. The engines denUfed in Section I of this Ararat shall be used only on the airframe described in that Seam and shall only be removed for maintenance in accordance with the provision of this Apteman Debtor sloth not use, attempt to use, a suffer the Aircraft to be red in any /MOM which mayor dots contravene any applicable law, rule or regulation governing de Aircraft, including without baution those relating to ingrates Wows, narcotics. firterms or swig products Debtor &hal not and shall nor attempt fair all or any fractional interest in. assign, mortgage. grant a Lien in, tourer or enosinber ar dispose of the Aircraft, or any merest herein or therm, or any part thereof. without the prior wrier consent of Secured Party. Debtor shall not, and shall not snarl to. lease. chaster, enter into any pooling or imachange artemmti, fad, or grant any lirrsharcs with respect to or otherwise deliver possession of (except for maintenance purpose) the Aircraft, without Secured Partys prior 1,41301 consent (such consent nee to be unreasonably withheld) and rthout making all filings and registrations with the International Registry deemed necessary or advisable by Secured Party to protect its interest herein and in the Aircraft. (b) The Aircraft will be operated at all times by a currently teruficated plot having the minimum total pilot hours and nematim pigs-in-command hours required by FAA fur amputations or as required by applicable insurer policies. whichever requirements are ancter Debtor shall be mrponsthle for and toy for all manses of owning arid operating the Airerall, including but not limited to storage. fuel. Wrier's. service. inspections. overhauls. rethecemena rragnienance and main all in compliance with the anufactigal operating and noinumance manuals and with FAA rules and regulators Debtor shall properly maintain an words and other marls pertaining to the mamertance and operation of the Aircraft, including but not limited to those required by applicable law. Me or regulation and by the manufacturer for the enlacement of any wananry. tel The Aircraft is and shall at all nn be maintained by Debtor at its expense in good repair in the configuration aid condition earn' on the date hereof and in *inertia condition necessary (or all aircraft licenses under the lam, ordinances, rules and regulators of all jurisdictions in whir the Aircraft win at any time be opened. Debtor shall ensure timely compliance with all apphesbk mandatory Service Bulletins, Service Laos, Manufacturers Directives and Airarthiness Directives. Dar shil submit onion evidence of such namtenance and condition to Secured Party upon di wain aqua from era to time. Debtor shall me reasonable care to prevent the Aircraft from being damaged or etured, and shill promptly replace any part or corponort of the Aircraft which may be gauged. wont W. lost. dranal, confuter or otherwise rendered unsatisfactory or :available for use in or upon the Aircraft (d) The Aircraft shall at all times have the sane utility and quality as that which it originally had. Debtor shall at its expense tartly make any alterations or modifications to the Aircraft that may at any tint during the tarn of this Agreement be required to maintain the Aircraft in the condition required by this SONY_GM_02 754399 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0024B21 EFTA01261210 SDNY_GM_02754400 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241322 EFTA01261211 Iql Ivl 4.1 UI Agreement. Debtor shall in no way alter. anempt to alto or otherwise change the identity or appearance of the Aircraft. including but not looted to the -N' number. roma pan and symbols. without the express prior imiftlec CCOSCril of Secured Party. (c) The international interest created b) this Arrow in the Aircraft pursuant to the provisions of the Cade Town Convention shall be registered with the International Registry, and Debtor hereby cOraCritS to such reputation and authorizes Secured Party to effect all such ntrestraeons with the Intonational Registry. No intonabonal intense created in favor of Secured Party shall be discharged without the prior wens consent of Secured Parry. o Isidemantflarlon sad Insarasee. (a) Debtor shill unenify and save Secured Party and its affiliates and all of Sawed Pays and such affthates' respective Onion. shareholden, offices, empnes, agents. predecessors. Ittorneyeuefact lawyers. successors and assign (each an "Inman") an a at after-tart basis humans from and against all clam. cous. expenses (including legal fees). demands. suitt darragn and liabilities of any kind and rare wIntsocna. including without limitation pond injury, death and property damage clews arising in tort or otherwise. under any legal theory including but not baited to strict liability (including Claims weans or alleging environmental damage, criminal acts, hijacking. acts of terrorism or similar acts, product liability or ono or absolute Ihbibty m tort, latent and other defects (whether or nor discoverable), for peat trade: ark or oopyright infnitgernenn(colectively. "Ctalms") that may be imposed an. mond by or asserted against fry none whether or not such Inderrinna shall also be mclomilied as so any such Claim by any odor Person in any way relating to. arising out, of or in enaction with (a) the Debt Documents, alerting, without !irritation, the execution. delivery, breach (including any Event of Default). enforcement performance or administration of the Debt Documents and (b) the Aircraft, =inn& without limitation. the arfectioni "laintmara, protection, &registration or rata/lion upon the Aircraft or any other security for the Obligations. and the manufacture. inspection. enaction. purchase. acceptance, faction, ownership. rrortagerant pooling. interchange. chancing. titling or re-othog. delivery. least, sublease, possession. um, operation, matataisnce, condit on. registration or a -registration, salt removal. repossession, storage or other disposition of dc Aircraft or any part thereof or any accident in connection therewith. Notwithstanding the foregoing. Debtor shall not be roomed to indannify an Indemnity for any Claim caused solely and dirtily by the grins negligence or willful misconduct of such Sean (b) Debtor shall at all times bear all risk of loss, damage, denceon or connscahem of or to the Aircraft. Debtor shall seam and maintain in effect. at in own expense and at all tnes. insunthee sprat such hands and for such mks as Secured Pasty may mglnf. "chow beaten the generality of the foregoing. Debtor shall secure and maintain: (i) al -risk anti kull and engine Mance (Including. without limitation, with reafted to engine a part *creef vat" removed from the Aircraft and foreign object damage insurance) ran amount which is not less than the principal arrourc of the Obligations evidenced by the Debt DOcurams; and (ii) coast-tan. expropriation and me nsk and allied perils (Including, sithout Inane, terrorism) insurance and hacking insurance in an Meant which is. for physical damage, not less than the principal immune of the Winces evidenced by the Debt Documents for any single acumen. All such policies shall include standard Ion payable claws and breach of warranty endorsement in favor of Secured Party and shall be under such fon and upon such town for such periods and with such carman or underwrite' as Secured Party nay approve, losses or tans in all cases to be fat payable to Secured Party or its assigns, as its interest may anat. Notwithstanding any provision of this Agreavent to the corny, failure to obtain Secured Party's approval of any ileum or policy shall not acme Debtor from its obligation to rroinutn insurance coverage. All insurance pohcies shall provide for at least 30 days pew written notice to Secured Party of any cancellation or material modification. shall contain a se eralnlity of interest clause providing that such policy shall operate in the same tanner as if a separate policy covered each insured. shall waive any right of setoff against Debtor or Secured Party, shall waive any right of *unpin against Secured Party and shall be primary and not subject to any offal by any other insurance earned by Debtor or Secured Party. Debtor stall pay any deductible portion of such insurance end any expanse incurred in {Grams mane proceeds. Debtor shall furnish to Secured Party copses of all insurance pOlittes required by this paragraph Debtor hereby mans to Secured Party the proceeds of all such insane (including any refund of premium) to the extent of the Obligatiow secured hereby, directs the Cower to pry any Ion or refolds due Debtor directly to Secured Plat and Main" Secured Pan,'" all"nctin- fact to make proof of loss and claim for all insurance and refunds thereupon and to endorse all documents. contacts draft., checks or forms of psyrrent of insurance or premsums. Secured Party troy at its option apply intone proceeds, in whole or in past to (h) repair of rah," One Aircraft or any Port thereof or (ii) satisfy any of Debtors Obligations to Secured Party. Any surplus proceeds shall be paid to Debtor. 7 Debtors Possession. Until default. Debtor may possess the Aircraft ad use it in any lawful manner not inconsistent with this Agrearn Debtor shall at all times keep the Aircraft and any proceeds therefrom separate rid distinct from other property of Debtor and shall keep accurate and anew records of the Aircraft and all such proceeds. Secured Party may examine and inspect the Aircraft. wherever located. at any reasonable time. on had arid in flight. 8. Dinh. Debtor shall be in default under this Agreement and each of the other Debt Documents upon to occurrence of any of the following 'Events of Maur: (a) Debtor fails to pay within Mays after its due date any instilling or *due amuse due undo any of the Debt Docurtems; (b) Debtor nth 10 rniiiincia at all times insurance coverage as nomad by paragraph "b) of dm Aireallant (c) Debtor sells all or any (rand interest in. rents, lent charters. mortgages, assigns. altos into any prang or interchange agreements. grants a lien in or gnat any time-shares with respect to or otherwise deicers possession of. ureters or encumbers the Aircraft (or any pan thereof) or ants to do any of the foregoing in each ease in violation of the ten hereof or Debtors filing of any ism with the intonational Registry or the FAA or any financing summent SDNY_GM_02754401 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00241323 EFTA01261212 SDNY GM 02754402 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241324 EFTA01261213 fed l including any amendment or terounation of any of the foregoing) without the prior written content of Secured Party or any failure by Debtor 10 move any ben as required by the term hereof; (d) Debtor benches any of its Obligations under any Debt Document Indict than those described by Section 8(a) through (c)) and faits to core such breach within )0 days after Secured Party gives Debtor wrawn notice thereof; (e) Any ninny, representation or staternau made by Debtor or any guarantor or surety for the Obligation (any such person, a'tsareeter) in any of the Debt Documents or otherwise in connection with any of the Obligations is fake 01 misleading b any material respect: (f) Detect or any Guarantor dies. becomes insolvent cc ceases to do business as concern; (g) The Airral or any Other property of Debtor t confiscated. sequestered, Mad or Intro uPtei. (h) The Aircraft or any engine is lost. damaged. stolen. secreted. abused, illegally cued, misused, rendered inaef IOWA* (geographically or otherwise) or destroyed, unless with respect to the engine Debtor replaces time with an engine of the slime make, model and fair market value as confirmed by independent appraisal within 60 days of the date the mine is lost. damaged. stela., secreted, 'bused. MIAy used, misused, rendered maressible (geographically a otherwise) or destroyed; (i) Any pan of the Aircraft (which would cost more than the lesser of (i) ten percau (10%) of the original loan balance or Oft $250,000 to repay a replace) it damaged. lost stolen or destroyed. unless such part is replaced or repaired m a good. workmanlike manna within 60 days of the date that such pan is damaged. lost, stolen or destroyed and the fair market value of the Aircraft (as confirmed by an independent appraisal) hu heal restored to the fart nredul value oldie Airtraft prior to any such damage. loss, theft or &smuttier (asturning to Aircraft had beat maintained in accordance with the provisions herein); (j) Debtor or any Guarantor is declared in default under any contractor obliaarion requiring the payment of money in an anginal pone cal amount greater than 130.090: 00 The occurrence of any default under any other averment between Debtor, any Guarantor and/or any puma entities or affiliates (on the one hand) and Secured Party (or any of at affiliates or parent aiabesXon the other hand). 0) Debtor or any Guarantor makes an asernimi for the benefit of creditors. applies to or pennons any tribunal for the appoinemere of a custodian. receiver or trustee for itself or foe any substantial part of mu property. or commices any proceeding under any bankruptcy, reorpnization, arrangement. readjusonent of debt, dissolution or liquidarin law or stflite of any prisdimek or if any such petition or application is filed or any such proceeding is commenced Winn Debtor or any Guarantor, and such petition. spacebar a proceeding a not dismissed within 30 days. or Debtor or any such Guarantor by any act or ormssen shall indicate its consent to. approval of or a:quince-ace in any such pe6tion, application, proceeding. coder for relief or such appointment of a custodian, receiver er maw; (m) Debtor or any 0023100X conceals or removes, a permits to be concealed a removed, any part of in assets, was to hinder, delay or defraud any of its creditors, or makes or suffers a transfer of any of its assets which would be fraudulent under any bankniptCy, insolvency, fraudulent conveyance or similar law or makes any transfer of its awn to or for the benefit of a anther at a tint when other creditors malady situated have not been paid. or sulfas or permits, while msolvem, any creditor to obtain a lien upon any of Debtor's or any Guarantor's property through legal proceedings or distrsint, or if • tax lien is riled against Debtor or any guarantor or surety. (n) Any Guarantor revokes or ammo to revoke its pram of any of the Obligations or fails to observe or Ferraro any outrank condition or agreement to be performed under any guaranty or our related document to which n is a party; (o) The occurrence of any merger or consohdation involving Debtor or any Guarantor, any sale by Debtor or such Guarantor of all or substantially all of its assets or any change in control has occurred with respect to Debtor or any Guarantor. (p) Debtor f ( ) Mined ly upon the soceeptur of the Aircraft to place and maintain the engines on a Rolls Royce Conant Care Engine Program, including, but not limited to. payment of the Hourly Run per °Pasting Hal and required Ms a (ii) to perforrn all obligations under Rolls Royce Crane Care Engine Program comma until all obligations to Secured Party are attired n full, in Seemed Party's tole direction; (q) Debtor fails to within thirty (30)days of Ore acceptance of the Aircraft to provide Secured Pasty with doom:mom evidencing de current and up-tor dare Rolls Royce Corporate Care Engine Proven 9. Remedies of Secured Parry. (a) Upon the occurrence of my Event of Default under this Agoemera. Secured Party, at its cram nay declare any or all of the Obligations, including but not limed to the Note, to be immediately due and payabe, without demand or nonce so Debtor or am Gannet The Obligations and liabthuos accelerated thereby stall bear interest from the Event of Default (both before arid after any judvrent) until paid in full at a pa amen rate equal to the lower of eighteen percent (18%) or the maximum rate not prohibited by applicable law (the Per Diem lateral Rata") The application of such Pa Diem thereat Rate shall not be semensired or deemed to extend any ere period set forth herein. MT any default or otherwise limit Secured Party's right or remedies hereunder Nonntlawalmp anything so the contrary contained barn, in no event shall this Agreement require the cayman a paint the collection of amounts in excess of the maximum permined by applicable law. (b) Upon the occurrence of any Event of Default. Second Party shall additionally have all of the risks and remedies or a secured party under the Uniform Commercial Code, the Cape Town Crwention and under any enter apace* law. Without limning the foregoing and without notioe or dermal. Secured Party SDNYGA402754403 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA (X)241 3/5 EFTA01261214 SDNY_GM_02754404 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241326 EFTA01261215 110 vp I shall have the nght at its option to ininecliately aerie one or more of the following remedies: (i) refuse to extend any further credit to Debate; 00 laminate this Apeemem immediately without notice; (it) take imasdiate and exclusive ponasion of the Aircraft, wherever it may be found; (iv) enter any of Debtor's premises. with or without process of law, wherever the Aircraft may be or Secured Pasty reasonably believes it to be, and search fort &Matta Aircraft or any part of it is found, to take oedema°. and remove it; (v) tell, lease and othentne dispose of the Aircraft or any put of it. at public ruction or ornate sale. for cash or on credit. as Secured Party nay elect at its option and Secured Party shall have the nghtto bed and become the purchaser at any such sak. or keep the Antral idle; (vi) direct Debtor to mamba all parts and components of the Aircraft and deliver a to Secured Party. at Debtor's expense, a avarre designated by Secured Pry which is rearceobly convenient to Seamed Pry and Debtor; (vii) bold. appropriate. apply a sa-MTany and all monels. Credits and indebtedness due from Secured Party. its aftiketes, parents or subsidiaries, to Debtor, (viii) exercise any ngha it may have spina any tarry deposit or other collateral pledged to it by Debtor, Coaranix or any of their affiliates or parent altar meth( (ix) exercise any nets a remedies it nay have under MOM* law, including any righU to procure export and physical transfer of the Aircraft from the armory in Mach it n Pouted a devegista the Aircraft (pursuant to an 10ERA or otherwise) and any tight' to obtain from any coat speedy relief pendag final determination available at law (including postgame. crook custody. a immobilization of the Aircraft of requiring Debtor to preserve the Aircraft or its fur market value. Upon mac at of Secured Pears dispossaiory remedies hereunder or under applicable taw. Debtor hereby agrees that ownership of the Aircraft shalt test in Seam.' Pry. (e) Debtor shall pay all scroll costs incurred by Secured Party in collecting any of the Obligations owed Secured Party by Debtor and enforcing any Obligations of Debtor to Secured Party, including but not honied to actual attorneys' fees and legal esprit'. (d) Notwithstanding the availability of any other remedy and in addition thereto, if Debtor fails to perform any of its Obligations hereunder or wider any of the Debt Documents. Secured Party Croy perform the same, but shall not be obligated to do so. for the account of Debtor, and Debtor shall immediately repay to Secured Party on demand any amounts paid or incurred by Secured Party in such performance together with nicest thereon scrod from the date paid or incurred by Seamed Party until repaid in full by Debtor at the roster of one and one half percau (I la%) per math and the mxinum interest era Detrained by applicable law to be chard Debtor by Secured Party. (e) Notouroandmg any other provision hereof to the contrary, any nomce required to be given by law or pursuant to this Agreement with respect to disposition of the Aircraft or any part of it shall be deemed romonably and properly given if mailed by fast this United States Mail. postage prepaid. by prepaid express mail service (private or government) or by hand delivery to Debtor al as lam known address, at lout to (10) days befog the disposthea of the fubyeci matter of such soh Eaton_ (f) Secured Pry shall have the right to apply any amounts collected from Debtor or Guarantor pursuant to this Section 9 or under the Guaranty in the following order of priories: (i) to pay all of Secured Pays cons, charges and expenses ineyrred of enforcing its rights under this Agin:errant or in taking. removing. holding, reParing, et-turbofans, selling, leasing or otherwise disposing of the Arendt then, (ii) to pay any and all late recs. per diem feet. other such charges due hereunder. any arid al/ merest due hereunder and all amounts owing avowal to any indemnity claims; then (iii) to pay all principal due hereunder; them (iv) to pay all other amounts due and owing le Sawed Party under any of the Debt Documents. Secured Pry shall have the right to any proceeds of sale, lease or other dap/anon of the Aircraft. if any. and than have the right to apply on in the following order Of Prieritter 0) to pay all of Secured Pays amts. Charges and =proses incurred in enforcing its nghts under Nu Aperieet or in taking. removing, holding, repairing. refurbishing, selling. [ears or etheirse disposing of the Aircraft. then. 00 to pay any and all hie fees. pa dam fees. other such charges due hereunder, any and all rant due hereunder and any amounts owing pursuant to any indemnity claims; then (it) to pay all principal due hereunder. then (iv) to pay all other amounts due and owing to Seamed Party under any of the Debt Dormant: then (v) any surplus shall be refunded to Debtor Debra' shall pay any deficiency in (i), (ii), (m) end (iv) immediately upon demand. (g) The foregoing remakes shall not be exclusive a ransom but shall be currialluve and in addition to all other remedies in favor of Secured Patty existing at law, in equity or wider any applicable statute or intemational treaty. convention or protocol. 10. Principal. sad Waivers All upon and endorsers hereof are to be regarded as principals. Jointly and severally. Every maker, endorser and Guarantor hereof hereby waives presentment, name. protest and impairment of collateral. and contents to a0 MUNisiOns.detenals, partial payments and refinance's, hereof before or after maturity. No ulna by Scared Patty of anydefault shall operate as a waiver of any other default or of the same default on a future occasion. 11 Repaint (a) Debtor shall promptly notify Secured Pany(i) at least 30 days prior to any change in Debtors name or in the state of its incorporation a registration or as 'roost-thy slate (for paw" of the Cape Town Convention), (ii) at least 30 days' prior to any chow a the leenticia" of Debtor for purpoiri of the Uniform Commercial Code. (n I) at least 10 days' prior to any parriment 'Seim Sc relocation of the Aircraft or its home airport Ov) immeduaely upset the Aircraft bang lest, stolen. miasma, confiscated. appropriated. seized, soroattred. dearoyo1 or ',atonally thumped. (v) immediately Won any accident involving the Aircraft or (vi) itnvethaaly upon Debtor becoming ante of any Lite *tacking or being mode against the Aircraft /other than Liens in favor of Secured Party). Such notice shall crust all pertinent details of the event being reponcd, and shall be supplemented promptly upon Seamed Party's request. (b) Debtor 'greet to famish its annual financial statements and such interim staterents as Secured Party nay frown in form satisfactory to Secured Party. Any and all fireartal statements submitted and to be submitted to Secured Party hoe and will have been prepared on a basis of generally accepted accounting pancreatic consistently applied, and are and will be complete and coned and fairly present Debtor's financial condition as at the date thereof. Secured Party may at any reasonable time cane Debtor's books and records and make copier thereof. SONY_Givi_027a4405 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00241327 EFTA01261216 SDNY_GM_02754406 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241328 EFTA01261217 l l ro4 -4 17. MbarManus: (a) This Agreement, the Note inapt any of the otter Debt Doeimmts may be assigned. in whole or m part, by Secured Party wales notice to Debtor and Debtor hereby consents to any and all such areignefera (for all purposes. including for purposes of the Cape Town Ccovennonl Debtor hereby waists and was not to asset, 'game any assignee any defense. counterclaim tight of set-off or cross-complaint Debtor liwY have naiad Sawed Parry for any reason whatsoever, arcing that Secured Party shall be solely responsible therefor and wants any rod all right it might have under applicable law to any prim flake Ilefft01 Debtor agrees that if Debtor receives suntan puttee of an umpire* from Scarred Party. Debtor will pay all amount payable under this Agreement or any Debt Document to such assignee or as instructed by Secured Party. Debt* also agrees to (rearm a wetting receipt of the notice of assignment as ma be reasonably requested by assignee and shall cooperate with Secured Party and any such work in debating to such assignee a corneae of insurance reflecting assignee as loss payee and additional insured. (b) All notice; to be giver m correction with this Agreement and the Debt Documents stall be in suiting in English, shall be addressed to the panes at their respective addresses act forth hertinabove (unless and until a different address may be specified in a written nonce to the other parry), and shall be deemed given (i) on the date of receipt if delivered in hand or by facsimile transmission. (a) on the nest business day after being sail by express mail (government or *nab). and (iii) on the faith business day after being sent by regular, *tittered or certified mail. As used hew. "fussiness day" mans any day other then a Saturday, 'Sunday, pother day on which corrrracial banks in New York. New York are required or authorized to be closed (e) Secured Party fraytore* patent errors herein and fill in all bbnb herein or in the Debt Documents consistent with the ogresmen of the panics (d) Time is of the essence hereof. This Agreement and the Debt Documents shall be binding. penny and severally. upon all parks dacnbcd as the "Debtor and their respective bees, nectars. represatatives, sexesson end apes. and shall inure to the benefit of Secured Party. Its successors and assigns. (e) The IdatrecealahlY of any provision kern or of the Debt Documents slue not affect the validityDray otter provision hereof or Utreot (t) Debtor hereby acknowkdges and agrees that Secured Party reserves the right to impose fees or charges for returned herbs and certain optional seniors that Staged Pay nay Offer a provide CO Debar during the tam of this Arend% Sauced Piny will notify Debar the amount of the applicable fee or charge if Debtor raweas such optional services hi addition. Secured Party ma nuke available to Debar a schedule of fees or charges for such optional ierneta from time to trine or upon demand, provided, however. that suds fees and dunes art subject to change in Secured Partys sole discretion without noes to Debtor (g) This Agreement and the Debt DOCUMNIISCOMIlhat the aria agreement between the parties with respect to the subject ?Mlle hereof and supersede all pnor aderstendinp (Maher stain, oral or Implied) with respect thereto. except representations nude by Debtor to Secured Party. THIS AGREEMENT AND THE DEBT DOCUMENTS SHALL NOT BE CHANGED OR TERMINATED. NOR SHALL ANY WAIVER BE GIVEN. ORALLY OR BY COURSE OF CONDUCT, BUT ONLY BY A WRITING SIGNED BY BOTH PARTIES HERETO. Section headings in this Agreement are for convenience only. and shall not affect the ccesenotion a interpretation Tereol (h) DEBTOR HEREBY UNCONDITIONALLY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF, DIRECTLY OR INDIRECTLY. THIS AGREEMENT, ANY OF THE DEBT DOCUMENTS, ANY DEALINGS BETWEEN DEBTOR AND SECURED PARTY RELATING TO THE SUBJECT MATTER OF THIS TRANSACTION OR ANY RELATED TRANSACTIONS, ANDOR THE RELATIONSHIP THAT IS BEING ESTABLISHED BETWEEN DEBTOR AND SECURED PARTY. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT (INCLUDING, WTIOUT LIMITATION. CONTRACT CLAIMS, TORT CLAIMS. BREACH OF DUTY CLAIMS. AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS). THIS WAIVER IS IRREVOCABLE MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING. AND THE WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS. RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT. ANY RELATED DOCUMENTS, OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THIS TRANSACTION OR ANY RELATED TRANSACTION. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE PILED AS A WRTTIEN CONSENT TO A TRIAL BY 7HE COURT. (i) This Agreement sat Caltidae in CA force and Mat Until all of the Obligation have been Indefeasibly paid is NIT to Secured Party. This Agreement shall automatically be retreated in the event Thal Sawed Party is ere required to fawn or reslca the Darren! of all or arty Pathan of the Obligations (all as though such payment had never been made). (j) THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL IN All RESPECTS BE GOVERNED BY AND CONSTRUED IN ACCORDANCE MTN THE INTERNAL LAWS OF THE STATE OF NEW YORX. INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE. REGARDLESS OF THE LOCATION OF THE AIRCRAFT. DEBTOR IRREVOCABLY SUBMITS TO THE EXCLL'SIVE JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED TN THE STATE OF NEW YORK TO HEAR AND DETERMINE ANY SLIT. ACTION OR PROCEEDING AND TO SETTLE ANY DISPUTES. WHICH MAY ARISE OUT OF OR IN CONNECTION HEREWITH (COLLECTIVELY. THE "PROCEEDINGS"), AND DEBTOR FURTHER IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO REMOVE ANY SUCH PROCEEDINGS FROM ANY SUCH COURT (EVEN IF REMOVAL IS SOUGHT TO ANOTHER OF TEE ABOVENAMED COURTS) DEBTOR IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MIGHT NOW OR HEREAFTER HAVE TO THE ABOVE-NAMED COURTS BEING NOMINATED AS THE EXCLUSIVE FORUM TO HEAR AND DETERMINE ANY SUCH PROCEEDINGS AND AGREES NOT TO CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF THE ABOVE-NAMED COURTS FOR ANY REASON WHATSOEVER. THAT IT OR ITS PROPERTY IS IMMUNE FROM LEGAL PROCESS FOR ANY REASON WHATSOEVER. THAT ANY SUCH COURT IS NOT A CONVENIENT OR APPROPRIATE FORUM IN EACH CASE WHETHER ON THE GROUNDS Of VENUE OR FORUM NONCONVENIENS OR SDNYGM02754407 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA JX)241329 EFTA01261218 SDNY_GM_02754408 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241330 EFTA01261219 I10 6.1 w La OTHERWISE. DEBTOR ACKNOWLEDGES THAT BRINGING ANY SUCH SUIT. ACTION OR PROCEEDING IN ANY COURT OTHER THAN THE COURTS SET FORTH ABOVE WILL CAUSE IRREPARABLE HARM TO SECURED PARTY WHICH COULD NOT ADEQUATELY BE COMPENSATED BY MONETARY DAMAGES, AND, AS SUCH, DEBTOR AGREES THAT, IN ADDITION TO ANY OF THE REMEDIES TO WHICH SECURED PARTY MAY BE ENTITLED AT LAW OR IN EQUITY, SECURED PARTY WILL BE ENTITLED TO AN INJUNCTION OR INJUNCTIONS (WITHOUT THE POSTING OF ANY BOND AND WITHOUT PROOF OF ACTUAL DAMAGES) TO ENJOIN THE PROSECUTION OF ANY SUCH PROCEEDINGS IN ANY OTHER COURT. Nonvinsundan the foregoing. =It of Debtor ad Secured Patty shall have the right to apply to of carpal:et jurisdiction in the United Stales a abroad for equitabk relief as is necessary to praave. protect and etc their rights undo this Anallenl• including but not limited to orders of attachnent or injunction neceuaryto maintain tlw status quo pending litiptin or to ask= judgments against Debtor, any Giunnice or the Agana or to gin postman of the Aircraft. ) This Agreanmt tray be canned in any Mat of ecenteryarts, all of ilia Inas together shall COMilhAt one end the son insounine and either of the panes hereto may execute this Agnintal by signing any such minaret (t) Debtor hereby expressly rives the provision of Ankles I 1(H ad 13(2) of the Comicial and Ankle IX(6) of thc Protocol SECURED PARTY: N13110 Name: —SEN 101t-RISW201ALYS Title: DEBTOR: . TILT Leung, lac. By: NM'S: 7ePt-af 1 • It Tin: 7. P465 SDNY_GM_02754409 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241331 EFTA01261220 COMPARISON CERTIFICATE I have compared Me forescing Instrument with tles celoinel the same b a had wrap copy Maud In el Weds. VWOHVINO All3 MOH.V1NO Sh C 6.1d 82 RON 9002 twilyaisit3a.imaaton VY4 HUM 0311:1 SDNY_GM_02754410 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241332 EFTA01261221 OFORU APPROVED Moss Na. ?Mat UNITED STATES OF AVERICA DEPARTMENT OF TRANSFORTATON eceseerfninxweas (4 I:n CERT0ISSUE DATE IL, 'JAN 1 0 2007 Mal twales enewsavannewnlres WPM AOCRAFT REGISTRATION APPUP-ATIGN m tango ST ,ATiES N 6,77 R p MK:RAFT MANUFACTURER A IACCEL eit) 1 c;t( earn osmecatt. 6% -Tr AIRCRAFT' SETT Ha i ots FOR FAA USE ONLY TYPE OF REGISTRATION Cat a al 0 I Week* 0 T. PsallawhIP % S. Cormaison IZI 4. Cparner 0 5. Govt. 0 a. NAYS CF AFPLCANT tanabro) Oa al east* a a era a MM. WO ade Ma) ta sans vadat a nat . Leas; m3 1 .1-_-.M. • TELEPICNt NIARIER 161 655-1900 ADDRESS (Perm...nal ming as le St mesa WO tents a-a fl ag 5/5 At Or_ Dr:see, Su) .* C L * 5 •6 Reel Acute PO Sac arf akst - Pet-trig-e t2 C4 nal POI; del_ mr C001 3340/ o . CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS • ATTENTION I Read the following statermen before signing this application. This portion MUST be camping. A Was se WSW ass b any gaup, .n gee appleatee may tie gourds kr peewee ay Ins and I or eparreent ILLS. Ca Me * Sac 10,11 ID CERTIFICATION I e CERTIFY. (I) llill WM Mow astral b Pad by MO iallnirld leleal. W e • 062• 1 1•0409 CaPnka) al Ina Sassed Sven Far wsra sun frei a* al Puss I es DIEM ENE AS APPROPRIATE- A 0 A aeldell OM WIT Oil. Masa (Fa lit' or Fa i461) No _ 5 0 A elects' Marne nem ens wire teas was tie Ian a WOO) and sad eon 6 tele 806 paws* swed et We Wield Sean Rate o. nom an Mt amilatie Ire ItS0101 ill M Teel le alma le eat waled era Pe Nada bar count. and DI Tea lags *Leas 0 arc.. e e Wand cr he ben ties velh No FoOtra Annan Apr.-Neaten • NOTE, If nebula] Ice CO-Owneelip all sashcants mire son Use neves side II necessary TYPE VI PRINT SIGNATURE Tp7frgi l baI 2( W SIGNATURE / ej TIRE Se7 DATE trio es MONARIRE TITLE 5813.""IE TYRE GATE NOTE sense; re Colas MC'S ROQIIIIIIMM. Ea kr I'd le te rape al of Ara abased • MOW arise el days, clall oltei SY* M PPIN ttey al ea applaglen muse be ranee in the ewes AC ram Mal IWO) (035203421-9007) Sifesaadle Pralesalal Ed1C0 SDNY_Ght02754411 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00241333 EFTA01261222 • xiriltgAts •6h 0 Wd 9Z noN 90. 41• %.: 14V1IVIY VYAHlint SONY_GM_02754412 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00241334 EFTA01261223 OA as tAl Ta UNITED STATES OF AMERICA U.B. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE .... L 0 8 1 3 6 CONVEYANCE RECORDED 1001JAN in AN 11 02 FEDEitil AVIATION A DAII•"IT7. AT ION FOR AND IN CONSIDERATION OF S THE UNDERSIGNED OWNER(S)OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNTIED STATES REGISTRATION NUMBER I N677RP AIRCRAFT MANUFACTURER & MODEL Gulfstream Aerospace G-IV AIRCRAFT SEE:1AL NUMBER 1085 DOES TMS DAY OF NOVEMBER 20N. HEREBY SELL, VT, TRANSFER AND DELIVER ALL RIGHTS, Ma, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: PURCHASERS NAME NAME AND ADDRESS (IF IMHVIDUAL(S), GIVE LAST NAME, FIRST NAME. AND MIDDLE INITIAL.) • TRT Leasing, Inc. 515 N. Flagler Drive, Suite P 400 West Palm Beach, Florida 33401 Attention: Terry Taylor DEALER CERTIFICATE NUMBER AND TO ITS SUCCESSORS AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY BAND THIS ay DAY OF NOVEMBER, MK Y :4 ma ‘17 cn NAME(S) OF SELLER (TYPED OR PRINTED) SIGNATURE(S) (IN INK) OF EXECUTED FOR CO- P, ALL MUST SIGN.) TITLE (TYPED OR PRINTED) Robert F. Maguire III fo Aviation Acquisition Corporation _ , , President • ACICNOWLEDGIWENT (NON REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER, MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) 063330652587 ORIGINAL: TO FAA $5.00 11129/2006 AC FORM 8050.2 (9192) (NSN 0052-00-629-0003) SUPERSEDES PREVIOUS EDITION / SDNYGM_02754413 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00241335 EFTA01261224 MWOHY3710 Ku) .s•C:,;iOi1)10 • : '.-:.i•;."•'!!. • • • 116 C Lid 8Z flON 90, • .. . J H.LIM 0311d SDNY_GM_02754414 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241336 EFTA01261225 rwl urt CO FAA PARTIAL RELEASE The undersigned, Sovereign Bank, hereby releases the Aircraft and Engines, which arc described and defined on Exhibit A attached hereto, from the terms and conditions of that certain Aircraft Security Agreement, which is described and defined on Exhibit B attached hereto. Sovereign Bank also releases the Aircraft from the IDERA, as defined on Exhibit B, attached hereto. The IDERA is hereby terminated. The Aircraft Security Agreement otherwise remains in full force and effect. All Irrevocable Deregistration and Export Request Authorizations filed in connection with the Aircraft Security Agreement, other than the IDERA, remain in full force and effect. Dated as of November 4 2006. L 0 8 1 3 6 5 CONVEYANCE RECORDED 2507 JAN in If 10 53 FEDERAL AVIATION ADWIrrilTATION By: Title: Vice Presi' en REt;ORDEO tOgJEYANCE NUMBER J4 5 487 DoD ID CS° t PAGE I ;• 7 tie 41if 1935157_IDOC SONY 0%1_02754415 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFIA_00241337 EFTA01261226 YI4OpYple Air) Y.,11>ri 1X0 hh £ li1c1 82 110N 90. R.LIM 61311A SDNY_GM_02754416 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241338 EFTA01261227 a at m In 6.1 141 EXHIBIT A The Aircraft One (I) Gulfstream Aerospace G-IV (described as on the International Registry drop down menu as GULFSTREAM, model Gulfstream G-IV (GIV-SP )) aircraft bearing manufacturer's serial number 1085 and United States Registration No. N677RP (the "Aircraft") The Engines Two (2) Rolls Royce MK611-8 (described as on the International Registry drop down menu as ROLLS ROYCE, model TAY611) aircraft engines bearing manufacturer's serial numbers 16292 and 16291 (collectively, the "Engines") 1933137J DOC SDNY_GM_02754417 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241339 EFTA01261228 V14011V1V. A11:1 YN'.Z1i VINO C Wd 82 110N 90. V 'VA 031Id SDNY_GM_02754418 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241340 EFTA01261229 a ccaa EXHIBIT B The Aircraft Security Aereement Aircraft Security Agreement dated as of September 26, 2006 (the "Aircraft Security Agreement") between Aviation Acquisition Corporation ("AAC"), as debtor, and Sovereign Bank, as lender, covering the Aircraft and Engines, which Aircraft Security Agreement was recorded by the FAA on October 19, 2006 and assigned Conveyance No. M008487. IDERA Irrevocable Deregistration and Export Request Authorization dated September 26, 2006 (the "IDERA") by AAC, in favor of Sovereign Bank, covering the Aircraft, and associated with the Aircraft Security Agreement, as defined above; which IDERA was filed with the FAA on September 26, 2006 as an attachment to the Aircraft Security Agreement. r 1935157- I.00C SDNY_GM_02754419 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00241341 EFTA01261230 V141O1,1 :911)' AV" " >Ks hh C Wd 8Z 1090. • • • '01.4H.LIM 6131JA SDNY_GM_02754420 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241342 EFTA01261231 ... U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION CROSS-REFERENCE-RECORDATION SEE CONVEYANCE NO FILING DATE: This form is to be used in cases where a conveyance covers several aircraft and engines, propellers, or locations. File original of this form with the recorded conveyance and a copy in each aircraft folder involved. TYPE OF CONVEYANCE SEE CONVEYANCE 1129599 ET AL ASSIGNMENT AND ASSUMPTION AGREEMENT DATE EXECUTED 10/15/1993 FROM BA LEASING & CAPITAL CORPORATION NKA BANC OF AMERICA LEASING & CAPITAL LLC DOCUMENT NO. L.081364 TOOR ASSIGNED TO ACTIUM LEASING CORPORATION DATE RECORDED January 10, 2007 TIIE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: A IRCRAFT (Lisl by registration numb") 1 TOTAI NIIMRFR INV(11 vrn I N677RP ENGINES MITA! NIIMRFR INVOI VF1) 2 MAKES) ROLLS ROYCE MK 611-8 SERIAL NO. 16291 16292 PROPELLERS i TOTAL NIIMRFR INVOI VP!) MAKES) SERIAL NO. SPARE PARTS -LOCATIONS I 1Y1TAI NIIMRFR rN VIII VFD LOCATION RECORDED CONVEYANCE FILED IN N677RP, GULFSTREAM G-IV, S/N 1085 AC FORM 8050-13 (1.96)(905240.982-6000) SONY_GM_02754421 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00241343 EFTA01261232 SDNY_GM_02754422 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241344 EFTA01261233 IM L 08136 ASSIGNMENT AND ASSUMPTION AGREEMENT CONVEYANCE REC0R0ED • RE: N677RP GULFSTREAM AEROSPACE MODEL: GEV SERIAL NUMBER: 1085 ROLLS ROYCE ENGINES MODEL: TAY MK611-8 SERIAL NUMBERS : 16292 AND 16291 APPRvirhs Vear 15,1993 ILLiERAL AViitTi0N wre7;,:TI0N ME UNDERSIGNED HEREBY ASSIGNS ALL RI2HT, TITLE, AND INTEREST AS LESSOR TO ACTIUM LEASING CORPORATIOWEN THE FOLLOWING DOCUMENTS: 1. LEASE DATED 12-29-88, RECORDED 1-27-89 AS DOCUMENT U29599 2. AMENDMENT DATED 11-27-89, RECORDED 11-30-89 AS DOCUMENT J63025. THIS ASSIGNMENT AND ASSUMPTION COVERS AND INCLUDES ME ABOVE ' REFERENCED AIRCRAFT AND ENGINES. B A LEASING & CAPITAL CORPORATION NOW KNOWN AS BANC OF AMERI LEAS G & CAPITAL, L.L.C. Title now Kit en as. plea t rims-T.4a .Services corporoicsY\ t•b .3 063330652587 $15.00 11/29/2006 SDNY_GM_02754423 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241345 EFTA01261234 • . V1^I 147 1 xi) An1 h a bid 8? 110N 90. " SDNY_GM_02754424 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 0024I346 EFTA01261235 U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION CROSS-REFERENCE-RECORDATION SEE CONVEYANCE NO FILING DATE: This form is to be used in cases where a conveyance coven several aircraft and engines, propellers, or locations. File original of this form with the recorded conveyance and a copy in each aircraft folder involved. TYPE OF CONVEYANCE Aircraft Security Agreement DATE EXECUTED September 26, 2006 FROM Aviation Acquisition Corporation DOCUMENT NO. M008487 TO OR ASSIGNED TO Sovereign Bank DATE RECORDED October 19, 2006 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: - AIRCRAFT (List by registration number) J TOTAI NIIMRFR ENVOI VFD 4 N677RP NI37RP NI27RP NIO7RP Engines: Manufacturer Model Mfg. Serial No. Rolls Royce Mk 611-8 16292 Rolls Royce MK 611-8 16291 Pratt & Whitney PW305B PCE•305054 Pratt & Whitney PW305B PCE-305057 Pratt & Whitney PW305 PCE-305140 Pratt & Whitney PW305 pCE-305141 Pratt & Whitney PW305B Turbo PCE-305078 Pratt & Whitney PW305B Turbo PCE-305074 ENGINES i TOTAL NI IMRFR ENVOI VFn R MAKES) SEE LIST ABOVE SERIAL NO. PROPELLERS I TOTAI NIIMRFR nivniven MAKE(S) SERIAL NO. SPARE PARTS -LOCATIONS 1 TOTAI NIIMRFR ENVOI. VFli LOCATION RECORDED CONVEYANCE FILED IN: N677RP Gulfstream Aerospace 0-IV serial numbcr 1085 AC FORM 8050.23 (146) (005200-582600q SDNY_GM_02 754425 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00241347 EFTA01261236 SONY_GM_02754426 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00241348 EFTA01261237 14 0 0 8 4 8 7 AIRCRAFT SECURITY AGRERImr- NveYANCE RECORDED THIS AIRCRAFT SECURITY AGREEMENT is made annite00Tioay Morlanander as of September ale 2006 4 . 4 0652144 DEB T OR: FEDERAL 3/44*, ,,I27/2008 ADMINISTRATION Aviation Acquisition Corporation 1733 Ocean Avenue Ste 400 Santa Monica, CA 90401 LENDER: Sovereign Bank 75 State Street Boston, Massachusetts 02109 062700857385 $50.00 09/27/2008 N N yrisr-6= IV A) This Aircraft Security Agreement (this "Agreement") applies to the loan (the Ian") made by Lender to Debtor to purchase the Aircraft, evidenced by a promissory note subject hereto in a form comparable to the form note attached hereto as Exhibit A and any extensions, renewals, modifications or novations thereof (the Tote) and all Loan Documents (as hereinafter defined) Capitalized terms used without definition herein shall have the meanings given to such terms in Annex A hereto. Relying upon the covenants, agreements, representations and warranties contained in this Agreement, Lender is willing to extend credit to Debtor upon the tams and subject to the conditions set forth herein, and Lender and Debtor agree as follows: SECTION I LOAN. Subject to the terms hereof and the terms and conditions of the Note, Debtor shall borrow and Lender shall advance an amount not to exceed such amounts as are set forth in the Note, solely for the purchase of the Aircraft Lender shall not be required to advance any amount in excess of ninety four percent (94%) of the lesser of the actual aggregate cost of the Aircraft or their aggregate appraised value Prior to the advance of the Loan by Lender under this Agreement, each of the following conditions shall have been met to Lender's satisfaction: (a) 54rinity Documents and Cane Town Treaty. (i) Debtor shall deliver, at Lender's request, all documents required by Lender to create and perfect Lender's security interest in the Collateral including, without limitation, UCC-1 financing statements and FAA filing documents, all in form and substance acceptable to Lender (collectively, the "Security Documentation') (ii) Debtor shall have registered, on the International Registry, its consent to the registration of Lender's International Interests created pursuant to this Agreement and the other Loan Documents (including any Prospective International Interests) with respect thereto. (iii) Debtor shall have executed and delivered to Lender an Irrevocable De-Registration and Export Request Authorization (an "IDERA") with respect to each Aircraft in the form attached hereto as fAhl9j111 (iv) Lender shall have received evidence satisfactory to it that there are no International Interests or Prospective International Interests against the Aircraft to which Lender has not consented, end that the contact of sale pursuant to which the Debtor acquired or is acquiring its interests in the Aircraft are, or will promptly be, registered with the International Registry (b) Lien Searehq. Lender shall have completed all lien searches and/or title verifications, filed all Security Documentation and the IDERA with the MA, completed the registration of its International Interests on the International Registry, and received all information Lender deems necessary in Lender's sole opinion to ensure that Lender has a perfected first lien security interest in the Collateral (c) Notice of Borrowing Debtor shall provide, in form and substance satisfactory to Lender, a duly completed Notice of Borrowing in the form attached hereto as BAIN% C (the "Notice of Borrowing, (d) Additional Documents. Lender shall gyriehld such additional supporting documents as Lender or its camel may reasonably request Lender shall not‘In raplired to advance any amount in excess of the actual cost of the Aircraft The Loan, once repaid, may not be rerbannved. ,a0,./.,.. ^ Ckt • SECTION 2 PAYMENT TERMS. Debtor %man y the Obligations, in accordance with the repayment tams and conditions contained in the Note. 12619D OS i ortz SONY_GM_02 754427 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF1'A_00241349 EFTA01261238 786r.51.‘ ;A: •P-W/1 i • k...1O if,. • T101P; IS C jjd 92 d3S 90, . . . tfdH11M 03114 SDNY_GM_02754428 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241350 EFTA01261239 a to Pa 141 CO SECTION 3 COLLATERAL For value received and to secure payment and performance of the Obligations and all other obligations owing to Lender, however created, arising or evidenced, whether direct or indirect absolute or contingent, now existing or hereafter acquired, and future advances, and all costs and expenses incurred by Lender to obtain, preserve, perfect and enforce the security interest granted herein and to maintain, preserve and collect the property subject to the security interest, Debtor hereby grants to Leader a continuing first priority security interest in and lien upon the following described property, whether now owned or hereafter acquired (collectively, the "Collaterafl and agrees that the foregoing grant creates in favor of the Lender International Interests in the Aircraft: () the Aircraft (mcluding, without limitation, the Airframes and the Engines) (i) all right, title, end interest of Debtor in, under and to any purchase agreement, rental agreement charts agreement, engine or maintenance services contracts (such as an MSP or JSSI program), computerized aircraft maintenance morons or similar recordkeeping service arrangements, or other agreement) respecting the Aircraft and/or any of the Engines, including, but not limited to, Debtor's right to receive, either directly or indirectly, fiom any party or person, any rents or other payments due under such agreement(s); (ii) appliances, and spare parts identified andiot described by type and location on Schedule I attached hereto and incorporated herein by reference; (iv) any and all deposit accounts (special, general, or otherwise) of Debtor maintained at Lender; (v) any money or other assets of Debtor which now or hereafter come into the possession, custody, or control of Lender In accordance with Loan Documents; (v) any and all substitutions, replacements, and proceeds of any of the foregoing nans, including, but not limited to, proceeds of insurance covering the Airframes, the Engines, and or any other portion of the Collateral, and any and all accounts, general intangibles, contract netts, inventory, equipment, money, drafts, instruments, deposit accounts, or other tangible or intangible property of Debtor resulting from the sale (authorized or unauthorized) or other disposition of the Collateral, or any portion thereof, and the proceeds thereof and (vii) all proceeds of the foregoing. Debtor may sell each of the Aircraft and its respective associated parts and equipment on such terms as Debtor deems advisable, and Lender will release rhe individual Aircraft being sold from the terms of this Agreement (including in particular the security interest herein granted), if and only if upon such sale Debtor makes a principal payment on the Note of not less than the greater of (y) one hundred percent (100%) of the sales proceeds (net of selling expenses) or (z) the release price for the Aircraft as specified in the Note. SECTION 4 REPRESENTATIONS. Debtor represents that as of the date of this Agreement Accurate Information. Schedule I contains a but, correct and complete description of the Aircraft, and all information of whatever nature now and hereafter fiunished to Lender is and will be IMO, correct and complete in all material respects. Any such information relating to Debtor's or any Guarantor's financial condition will accurately reflect Debtor's or such Guarantor's financial condition as of the date(s) thereof, (including all contingent liabilities of every type), and Debtor further represents that its financial condition has not changed materially or adversely since the datc(s) of the last delivery of such documents In addition, and without limiting the foregoing, Debtor shall supply Lender, within five (5) days after written request therefor, the exact location of the Airframe and each Engine. Authorization; Non-Contravention. The execution, delivery and performance by Debtor and Guarantor, as applicable, of this Agreement and other Loan Documents to which it is a party are within its power, have been duly authorized as may be required and, if necessary, by making appropriate filings with any governmental agency or unit and are the legal, binding, valid and enforceable obligations of Debtor and Guarantor, and do not (i) contravene, or constitute (with or without the giving of notice or lapse of time or both) a violation of any provision of applicable law, a violation of the organizational documents of Debtor or any Guarantor, or a default under any agreement, judgment, injunction, order, decree or other instrument binding upon or affecting Debtor or any Guarantor, (ii) result in the creation or imposition of any lien (otber than the lien(s) created by the Loan Documents) on any of Debtor's or any Guarantor's assets, or (iii) give cause for the acceleration of any obligations of Debtor or any Guarantor to any other creditor. Citizen of the United States. Debtor is a "citizen of the United States" as such tennis defined in §40102(8X15) of the Federal Aviation Act Asset Ownership. Debtor owns the Collateral, or, if the Collateral is befog acquired with the proceeds of the advance under the Loan Documents, Debtor authorizes Lender to disburse such proceeds directly to the seller of the Collateral Debtor has adequate corporate power to purchase, acquire and hold the Collateral Debtor currently has, or will have upon disbursement of proceeds by Lender to the seller of the Collateral, good and marketable title to all of the Collateral, and the power to dispose of the Aircraft, and will warrant and defend the same against all claims, and all such Collateral is free and clear of all mortgages, 2 11689720; SDNY_GM_02754429 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00241351 EFTA01261240 SDNY_GM_02754430 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241352 EFTA01261241 security deeds, pledges, liens, charges, International Interests, Prospective International Interests, and all other encumbrances, except as created hereunder. To Debtor's knowledge, no claims or interests adverse to Debtor's present rights in the Collateral have arisen. Debtor has provided (or, if not yet entered into, will provide promptly with the entering into thereof) Lender with true and correct copies of all agreements constituting part of the Collateral, including, without limitation, all charter agreements and leases with respect to the Aircraft Cross- Collateralization. The Collateral and any other collateral which Lender may at any time acquire from any other source in connection with the Obligations shall constitute cross-collateral for all Obligations of Debtor without appointment or designation as to particular Obligations and all Obligations howsoever and whenever incurred, shall be secured by all of the Collateral, howsoever and whenever acquired, and Lender shall have the right, in its sole discretion, to determine the order in which Lender's rights in or remedies against the Collateral are to be proceeded against and the order of application of proceeds of the Collateral as against particular Obligations of Debtor Sufficiency of Capital. Debtor is not, and after consummation of this Agreement and after giving effect to all indebtedness incurred and liens created by Debtor in connection with the Note and any of the other Loan Documents, will not be, insolvent within the meaning of II USC § 101, as in effect fiom time to time. Compliance with Laws. Debtor is and will be in compliance in all respects with all federal, slate and local laws, rules and regulations applicable to the creation, use, operation, manufacture and storage of the Collateral, its properties, operations, business, and finances, including, without limitation, any federal or state laws relating to liquor (including IS U.S C § 3611, et seq) or narcotics (including 21 U S C § 801, et seq ) and/or any commercial crimes; all applicable federal, state and local laws and regulations intended to protect the environment; and the Employee Retirement Income Security Act of 1974, as amended ("ERIM"), if applicable. None of Debtor, any Affiliate of Debtor (as defined in Section 20 hereof) ot any Guarantor is (i) named on the United States Department of the Treasury's Specially Designated Nationals or Blocked Persons list available through httol/www,treas.govtofficeskottterofacrsdntindex.html or as shall otherwise be published from time to time, or (ii) (A) an agency of the government of a country, (B) an organization controlled by a country, or (C) a person resident in a country that is subject to sanctions under a program specified in http://www.trartagov/officeskotffdofactsanctions/index,html or as shall otherwise be published from time to time, as such program may be applicable to such agency, organization, or person Name and Offices; Jorbdiction of Organization. The name and address of Debtor appearing at the beginning of this Agreement are Debug's exact legal name and the address of its chief executive office. Debtor is organized under the laws of California, United States of America The Debtor is duly created, validly existing and in good standing under the laws of the state of its organization, and has all powers, governmental licenses, authorizations, consents and approvals required to operate its business as now conducted The Debtor is duly qualified, licensed and in good standing in each jurisdiction in which the failure to so qualify or be licensed, as the case may be, in the aggregate, could have a material adverse effect on the business, financial position, results of operations, properties or prospects of Debtor or any such Guarantor. No Litigation. To Debtor's knowledge there are no pending or threatened suits, claims or demands against Debtor or any Guarantor (and, as to suits, claims or demands against the Guarantor, that would materially and adversely affect Guarantor's ability to perform his obligations under the Guaranty) that have not been disclosed to Lender by Debtor in wilting, and approved by Leader. Regulation U. None of the proceeds of the credit secured hereby shall be used directly or indirectly for the purpose of purchasing or carrying any margin stock in violation of any of the provisions of Regulation U of the Board of Governors of the Federal Reserve System ("Regulation U"), or for the purpose of reducing or retiring any indebtedness which was originally incurred to purchase or carry margin stock or for any other purchase which might render the Loan a "Purpose Credit" within the meaning of Regulation U SECTION 5 AFFIRMATIVE COVENANTS. Debtor agrees that from the date hereof and until final payment in full of the Obligations, unless Lender shall otherwise consent in writing Debtor will: Business Continuity. Conduct its business in substantially the same manner and locations as such business is now and has previously been conducted Compliance with Other Agreements. Comply in ail material respects with all terms and conditions contained in this Agreement, and all other Loan Documents with Lender, as in effect from time to time Insurance In addition to the insurance required for the Collateral, as specified below, maintain adequate insurance coverage with respect to its properties and business against loss or damage of the kinds and in the amounts customarily insured against by companies of established reputation engaged In the same or similar businesses Notice of Default and Other Notices. (a) Notice of Default. Furnish to Lender immediately upon becoming aware of the existence of any condition or even which constitutes a Default written notice specifying the nature and period of existence thereof and the action which Debtor is taking or proposes to take with respect thereto. (b) Other Notices. Promptly notify Lender in writing of (i) any material adverse change in its financial condition or its business; (ii) receipt of notice of default under any material agreement, connect or other instrument to which it is a 3 l26$972 08 SDNYGM02754431 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0024 1353 EFTA01261242 SDNY_GM_02754432 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241354 EFTA01261243 party or by which any of its properties are bound, or any acceleration of the maturity of any indebtedness owing by Debtor; (iii) any material advert claim against or affecting Debtor or any part of its properties; and (iv) the commencement of; and any material determination in, any litigation with any third party or any proceeding before any governmental agency a unit affecting Debtor. Payment of Debts. Pay and discharge when due, and before subject to penalty or further charge, and otherwise satisfy before maturity or delinquency, all obligations, debts, taxes, and liabilities of whatever nature or amount, except those which Debtor in good faith disputes. SECTION 6 NEGATIVE COVENANTS. Debtor agrees that from the date hereof and until final payment in full of the Obligations, unless Lender shall otherwise consent in writing, Debtor will not: Default on Other Contracts or Obligations. Default on any material contract with or obligation when due to a third party or default in the performance of any obligation to a third party incurred (or in excess of $2,000,000 of money borrowed Government Intervention. Permit the assertion or making of any seizure, vesting or intervention by or under authority of any governmental entity, as a result of which the management of Debtor or any Guarantor is displaced of its authority in the conduct of its respective business or such business is curtailed or materially impaired. Judgment Entered. Permit the entry of any monetary judgment in excess of $250,000 that shall remain unpaid, unstayed on appeal, undischarged, rmbonded or undismissed for a period of thirty (30) days or the assessment against, the filing of any tax lien against, or the issuance of any writ of garnishment or attachment against any property of Debtor or debts due to Debtot SECTION 7 ADDITIONAL COVENANTS; LIENS. Debtor agrees to keep accurate and complete logs, manual; books and records relating to the Collateral in the English language, and to provide tender with copies of reports and information relating to Collateral as Lender may reasonably require. At any reasonable time and on reasonable notice, Debtor shall cause the Collatend (including logs, books, manuals, and records comprising the Collateral) to be exhibited to Lender (or persons designated by [ender) at a location reasonably requested by Lender fa purposes of inspection and copy. Debtor is, or concurrent with the completion of the transactions contained in the Loan Documents, will be and shall continue to be the registered owner of the Aircraft pursuant to a proper registration under the Federal Aviation Act, and Debtor qualifies, and shall continue to qualify, as a citizen of the United States as defined in § 40102(aXIS) of Title 49 of the United States Code Except for the lien of this Agreement and the Intonational Interests created hereby, Debtor will not suffer or permit to exist or consent to any security interest, lien, charge, Intonational Interests, Prospective International Interests, or other encumbrance relative to the Collateral (including, without limitation, any charter or lease), whether voluntary or involuntary, until all of the Obligations have been completely discharged, terminated or matured and all amounts due and owing thereunder by Debtor have been paid in MIL and shall promptly at its own expense, take such action as maybe necessary to duly discharge any such security interest, lien, charge, International Interests, Prospective International Interests, or other encumbrance; provided, howevq, that the foregoing shall not prohibit Debtor from (a) incurring any materialrnen's, mechanics', workmen's, employees', mother like liens, arising in the ordinary course of business, the payment for which is not yet due and payable, or liens for taxes, assessments or governmental charges or levies, the payment for which is not yet due and payable, and (b) arranging for the lease of the Aircraft pursuant to a Permitted Lease so long as at Lender's request, Debtor records and registers such lease agreement, along with Lender's interests therein and the subordination agreement in favor of Lender, with the FAA and the Intonational Registry (with such registration to include any required registered consents) No such Permitted Lease by Debtor will reduce any of the obligations of Debtor hereunder or the rights of Lender hereunder, and all of the obligations of Debtor hereunder shall be and remain primary and shall continue in full force and effect as the obligations of a principal and not of a guarantor or surety. SECTION 8 INFORMATION. Debtor shall furnish Lender with such other information, financial or otherwise, relating to Debtor or the Collateral as L ender shall reasonably request. SECTION 9 TIMEJTAXES. Debtor has (or concurrently with disbursement of proceeds by Lender to the seller of the Collateral, will have) good and marketable title to the Collateral and will warrant and defend same against all claims Debtor will not transfer, sell, or lease the Collateral (except as permitted herein) Debtor agrees to pay promptly all taxes and assessments upon or foe the use of the Collateral and on this Agreement, or timely commence appropriate procedures to contest same. At its option, Lender may discharge taxes, liens, security interests or other encumbrances at any time levied or placed on the Collateral Debtor agrees to reimburse Lender, on demand, for any such payment made by Lender Any amounts so paid shall be added to the Obligations. 4 12611972 tM SDNY_GM_02754433 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0024B55 EFTA01261244 SDNY_GM_02754434 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241356 EFTA01261245 N w SECTION 10 WAIVERS. Debtor agrees not to assert against Lender as a defense (legal or equitable), as a set-off, as a counterclaim, or otherwise, any claims Debtor may have against any seller or lessor that provided personal property or services relating to any part of the Collateral or against any other party liable to Lender for all or any part of the Obligations. Upon the occurrence and continuation of a Default, Debtor waives any and all rights to notice or heating prior to Lenora taking immediate possession of the Collateral or any portion thereof, and Debtor waives any and all rights to any bond or security which might be requited by applicable law prior to the exercise of any of Lender's remedies against the Collateral or any portion thereof All tights of Lender and its security interests hereunder, and all obligations of Debtor hereunder, shall be absolute and unconditional, not discharged or impaired irrespective of (and regardless of whether Debtor receives any notice of): (i) any lack of validity or enforceability of any Loan Document or any provision therein (ii) any change in the time, manner or place of payment or performance, or in any tam, of all or any of the Obligations, or the Loan Documents or any other amendment or waiver of or any consent to any departure from any Loan Document; or (ii) any exchange, insufficiency, =enforceability, enforcement, release, impairment or non•perfection of the Collateral or any portion thereof, or any release of or modifications to or insufficiency, =enforceability or enforcement of the obligations of any guarantor or other obligor To the extent permitted by law, Debtor hereby waives any rights under any valuation, stay, appraisement, extension or redemption laws now existing or which may hereafter exist and which, but for this provision, might be applicable to any sale or disposition of the Collateral by Leader; and any other circumstance which might other wise constitute a defense available to, or a discharge of any patty with respect to the Obligations. SECTION 11 NOTIFICATIONS; LOCATION OF THE COLLATERAL Debtoi will notify lender in writing at least thirty (30) days prior to any change in: (i) Debtor's chief place of business and/or residence; (ii) Debtor's name or identity; (iii) Debtor's corpoutte/organizational structure; or (iv) the jurisdiction in which Debtor is organized. In addition, Debtor shall promptly notify Lender of any claims or alleged claims of any other person or entity to the Collateral or the institution of any litigation, arbitration, governmental investigation or administrative proceedings against or affecting the Collateral the Aircraft will be primarily hangared at the location specified on Schedule I hereto, and shall not be primarily based and domiciled elsewhere without the prior written consent of Lender Debtor shall give to Lender (i) five (5) days' prior written notice of any proposed change of the primary hangar location of the Aircraft; (i) within five (5) days after receiving a written request therefore, the exact hangared location of the Aircraft, and (iii) if a Default shall have occurred and be continuing, within five (5) days after written request therefor, the exact location of the Aircraft Debtor shall keep the Aircraft primarily hangared at the location(s) previously provided to Lender until such time as Lent provides written advance consent to a change of location Debtor will bear the cost of preparing, filing andlor registering any documents or interests necessary to protect Lender's liens. SECTION 12 CONDITION AND USE. Debtor represents that each Aka aft is in good repair and condition and that Debtor shall use reasonable cart to prevent the Aircraft from being damaged or depreciating more rapidly than it should undo normal market conditions Debtor shall immediately notify Undo of any material loss or damage to the Aircraft Debra will neither use the Collateral, nor permit the Collateral to be used, for any unlawful purpose or contrary to any applicable statute, law, ordinance or regulation of any federal, state or local body, agency or of authority Debtor will comply with, or cause to be complied with, at all times and in all respects, all statutes, laws, ordinances and regulations of the United States (including, without limitation, the FAA), the States where the Aircraft is used or is located, and of all other governmental, regulatory, or judicial bodies applicable to the use, operation, maintenance, overhauling, or condition of the Aircraft, or any part thereof, and with all requirements under any licenses, permits, or certificates relating to the use or operation of the Aircraft which ate issued to Debtor or to any other person having operational control of the Aircraft; provided, however that Debtor may, in good faith and by appropriate legal or other proceedings, contest the validity of any such statutes, laws, ordinances or regulations, or the requirements of any such licenses, permits, or certificates, and pending the determination of such contest may postpone compliance therewith, unless the rights of Lander hereunder are or may be materially adversely affected thereby Without the prior written consent of Lender, Debtor shall not make any ahaations, modifications of attachments to the Aircraft which reduces the value or utility thereof 5 1261%720$ SDNYGM_02754435 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00241357 EFTA01261246 SDNY GM 02754436 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241358 EFTA01261247 (b) Debtor agrees not to operate or locate the Aircraft or to allow it to be operated or located (i) in any area excluded from coverage by any insurance policy in effect with respect to Aircraft and Engines required pursuant to Section 14 hereof, (ii) in areas that an war zones or recognized as, in Debtor's reasonable judgment, threatened o: actual areas of hostilities, or (iii) In any area which, for whatever reason, to a prudent operator of similar aircraft or engines, utilizing an appropriate manner of operations, would present an treasonable risk of harm to the Aircraft or Engines or to passengers on the Aircraft. Notwithstanding the foregoing, in no event shall the Aircraft be absent from the United States and its Caribbean possessions and territories one hundred eighty (180) days or more in the aggregate in any calendar year Debtor shalt furnish Lender with such information relating to the use of the Aircraft outside the United States as Lender may request fiom time to time Debtor shall execute, deliver and file any and all documents and instruments which Lender may reasonably request to perfect, register, confirm and protect its interests in the Collateral Debtor further covenants and agrees to pay any expenses in connection with any such perfecting, registering confirming and protecting the interests of Lender in the Collateral, including, without limitation, reasonable attorneys' fees. SECTION 13 MAINTENANCE AND REPAIR (a) Makkenance The engines will at all times be maintained under a Lender approved engine maintenance program and the Aircraft and the related components will be monitored by a computerized maintenance backing program (Cesscom, CAMP, etc ), with Lender having full access to information available from such program In addition the Debtor shall, at its expense: (i) maintain and keep the Aircraft in a manna consistent with prudent industry practice and in as good condition, repair and appearance as it is on the date of the issuance of the Note, ordinary wear and tear excepted; (ii) maintain and keep the Aircraft in good order and repair and au worthy condition in accordance with the requirements of each of the manufaccrers' manuals and mandatory service bulletins and each of the manufacturers' non•mandatory service bulletins which relate to airworthiness; (iii) replace in or on the Abfiame, any and all Engines, parts, appliances, instruments or accessories which may be WWI out, lost, destroyed a otherwise rendered unfit for use; (iv) without limiting the foregoing, cause to be performed on the Aircraft, all inspections and procedures required under applicable airworthiness directives, federal aviation regulations and special federal aviation regulations, the compliance date of which shall occur prior to the payment in full of the Obligations and satisfaction of all obligations of Debtor and the release of the lien of this Agreement; and (v) at the reasonable request of Lender, enter into or came to be entered into, manufacturer's or supplier's standard maintenance contracts satisfactory to Lender coveting the Aircraft and shall comply with all obligations thereunder, and shall finish evidence to Lender of such signed maintenance agreement (substitute rnainter.ance may be used if necessary and if first approved in writing by Lent) Debtor shall be responsible for all required inspections of the Aircraft and licensing or re-licensing of the Aircraft in accordance with e0 applicable FAA and other governmental requirements. Debtor shall at all times cause the Aircraft to have, on board and in a conspicuous location, a current certificate of airworthiness issued by the FAA and shall take all steps necessary to ensure that the Aircraft remains certificated by the FAsk with an appropriate certificate of airworthiness All inspections, maintenance, modifications, repairs, and overhauls of the Aircraft (including those pafmmed on the Alfieri; the Engines, and/or any components, appliances, accessories, instruments, or equipment) shag be performed by personnel authorized by the FAA to perform such services and the Aircraft shall be flown and operated only by pilots and operators who are properly and currently certificated, licensed and qualified under, and in compliance with all applicable rules and regulations. (b) Replacement (i) 1261972 06 If any Engine, component, appliance, accessory, instrument, equipment or part of the Aircraft shall suffer an event of loss (other than in connection with an actual, constructive or compromised total loss of the Air Dame) or reach such a condition as to require overhaul, repair or replacement, for any cause whatever, in order to comply with the standards fa maintenance and other provisions sit forth in this Agreement, Debtor may: (A) install on 6 • SDNY GM_02754437 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00241359 EFTA01261248 SDNY_GM_02754438 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241360 EFTA01261249 the Aircraft such items of substantially the same type (and with respect to an Engine, of the same make and model, or otherwise comparable engine acceptable to Lender and compatible with the other Engine(s)) and with a fair market value, remaining useful life and utility at least equal to, and in as good operating condition as, the item it is replacing (assuming such replaced item was of the value and utility and in the condition and repair as required by the tams hereof immediately prior to its replacement) in temporary replacement, pending overhaul or repair of the unsatisfactory item; intd, however that such temporary replacement items must be in such a condition as to be permissible for use upon the Aircraft in accordance with the standards for maintenance and other provisions set forth in this Agreement; crovided, further however, that Debtor must, at all times, retain unencumbered title (subject to liens of mechanics, matelialmcn and other vendors, which are extinguished in normal course of business) to any and all items temporarily removed; or (B) install on the Aircraft such items of substantially the same type (and with respect to an Engine, of the same make and model, or otherwise comparable engine acceptable to Lends and compatible with the other Engine(s)) and with a fair market value, remaining useful life and utility at least equal to, and in as good operating condition as, the item it is replacing (assuming such replaced item was of the value and utility and in the condition and repair as required by the tams hereof immediately prior to permanent replacement); provided however, that such permanent replacement items mvst be in such condition as to be permissible for use upon the Aircraft in accordance with the standards for maintenance and other provisions set forth in this Agreement. provided. further, however that Debtor must first comply with each of the requirements of clause (i) of this Section 13(b) (ii) In the event that during the effectiveness of this Agreement, Debtor shall be required or permitted to install upon the Alt erne or any Engine, components, appliances, accessories, instruments, engines, equipment or pans in permanent replacement of those then installed on the Airtime or such Engine, Debtor may do so provided that, in addition to any other requirements provided for in this Security Agreement: (A) Lender is not divested of its security interest in and lien upon or International Interests in any item removed from the Aircraft and that no such removed item shall be or become subject to the lien claim, International Interests or Prospective International Interests of any person, unless and until such item is replaced by an item of the type and condition required by this Agreement, title to which, upon its being installed or attached to the Aifiame, is validly vested in Debtor, free and clear of any liens, claims, International Interests or Prospective Intonational Interests of any kind a nature, of any person other than Lender; (8) Debtor's title to every substituted item shall be free and cleat of all liens, charges and encumbrances and immediately be and become subject to the security interest and lien of Lender and each of the provisions of this Agreement, and each such item shall remain so encumbered and so subject unless it is, in urn, replaced by a substitute item in the manner permitted herein; (C) if the substitution is in respect to an Engine, Debtor rums a supplement to this Agreement, in form and substance satisfactory to Lender, subjecting the substitute engine to the lien of this Agreement, to be filed for recordation with the FAA and creating in favor of Lender an International Interests in such substitute engine to be registered with the International Registry; (D) if an item is removed from the Aircraft and replaced in accordance with the requirements of this Security Agreement and the substituted item satisfies the requirements of this Agreement, including the terms and conditions of subclause (A), (B) and (C) hereinabove, and if Debtor takes such other actions and fin nishes such other certificates and documents as Lender may request in order that such substitute item be duly and properly subject to the lien of this Agn..ment, then the item which is removed shall thereupon, and only thereupon, be free and clear of the security interest created hereby and lien of Lender. SECT ION 10 RISK OF LOSS AND INSURANCE. (a) Risk of Lost Debtor shall bear all risk of loss with respect to the Collateral The injury to or loss of Collateral, either partial or total, shall not release Debtor from payment or other performance hereof 7 I 268972 08 SDNY_GM_02 754439 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00241361 EFTA01261250 SDNY_GM_02754440 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241362 EFTA01261251 aa Upon the loss, theft, destruction or rendering permanently unfit for use of the Aircraft (or the Air finite and one or more Engines), Debtor shall forthwith (and in any event within ten (ID) days after such occurrence) give Lender written notice of such occurrence and Debtor shall on the fust to occur of (x) the date of receipt of the insurance proceeds with respect to such occurrence, or (y) the ninetieth (90) day after such occurrence, pay to Lender the outstanding principal amount of the Note and all other Obligations allocable to the relevant aircraft (b) Insurance (I) Debtor shaft maintain at its sok oast and expense insurance on the Aircraft coveting such risks with respect to domestic and foreign use of the Aircraft and in such amounts and with such insurance companies as shall be satisfactory to Lender, including without limitation, (A) all-risk ground and flight aircraft hull insurance covering the Aircraft, and all-risk coverage with respect to the Aircraft or any Engines or pans while removed from the Aircraft, including foreign object damage whether resulting from ingestion or othawise, and war risk (including government confiscation, hijacking and other acts of terrorism) protection, in amounts at all times satisfactory to Lender, and (B) public liability insurance with respect to third party bodily injury and property damage (including without limitation contractual liability, cargo liability, war risk (including government confiscation, hijacking and other acts of terrorism) passenger legal liability and property damage coverage) in an amount not less than 550,000,000 pet occurrence Such insurance shall be with such deductibles, in such form and with such insurance companies of recognized responsibility as is satisfactory to Lender and which is usually carried with respect to corporate aircraft by corporations of established reputation owning or operating corporate aircraft similar to the Aircraft Lender reserves the right to regent Debtor to obtain higher liability limits (ii) All policies of insurance required to be carried in accordance with this Section I4 shall (A) require thirty (30) days' prior written notice to Lana of cancellation, lapse or material change In coverage and ten (l0) days' prior written notice in the case of non- payment of premium, (B) name Lender as loss payee on the all-risk coverage and as an additional insured with respect to all such liability coverage, (C) provide that, in respect of the interest of Lender in such policies, the insurance shall not be invalidated by any action or inaction of Debtor or any other person, (D) with respect to the all-tisk coverage set forth in Section 14(bXi)(A) only, insure Lender regardless of any breach or violation of any warranty, declaration or condition contained in such policy (or in the application therefor or in any other document submitted to the insurer in connection therewith) by Debtor or by any other person, (E) provide that such insurance is primary without right of contribution from any other insurance which might otherwise be available to Lender. (F) provide that, in the event of any property loss payment under a policy, the insurer shall waive any rights of subrogation against Lender and in the event of any payment under a policy, the insurer shall waive any setoff or counterclaim or any other deduction, whether by attachment or otherwise, and (G) include a cross-liability endorsement providing that inasmuch as the policies are written to cover more than one insured, all terms and conditions, insuring agreements and endorsements, with the exception of limits of liability, shall operate in the same manner as if there was a separate policy covering each insured (ii) Debtor shall provide Under with insurer's certifications in form and substance satisfactory to Lende, with respect to the types, amounts and policy numbers of insurance in effect as of the date of execution and delivery of this Agreement. In the event that Debtor should, for any reason, fbil to renew or cause to be renewed any such policy or contract of insurance, Lender shall have the option to pay the premiums on any such policy or contract of insurance, or to take out new insurance in such amounts, types, coverages, and tams as Lender may determine to be prudent. and any sums paid therefore shall be payable by Debtor on demand, and shall be added to and be a part of and included in the Obligations 8 1268972 Oa • SDNY_GM_02754441 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00241363 EFTA01261252 SDNY_GM_02754442 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241364 EFTA01261253 to to I (iv) Debtor shall not use or permit the Aircraft to be used in any manner a for any purpose excepted from or contrary to the requirements of any insurance policy or policies required to be carried and maintained hereunder or for any purpose excepted or exempted from or contrary to said insurance policies; and Debtor shall not do any other act or permit anything to be done which could reasonably be expected to invalidate or limit any such insurance policy or policies Debtor shall bear the risk of loss to the extent of any deficiency in the effective insurance coverage with respect to loss or damage to the Aircraft (v) Debtor hereby assigns to Lender the proceeds of all such insurance and directs any insurer to make payments directly to Lender and the proceeds of such insurance, at the option of Lender, shall be applied: (A) toward the replacement, restoration or repair of the Aircraft, or (B) toward payment of the Obligations of Debtor hereunder. Debtor hereby appoints Lender as Debtor's attorney-in-fact to make claim for, receive payment of, and execute and endorse all documents, checks or drafts received in payment of loss or damage undo any such insurance policy. Debtor hereby appoints Lender its attorney-in-fact, which appointment shall be irrevocable and coupled with an interest for so long as the Obligations are unpaid or any amounts due by Debtor thereunder, to file proof of loss and/or any other forms required to collect flora any insurer any amount due from any damage or destruction of the Aircraft, to agree to and bind Debtor as to the amount of said recovery, to designate payee(s) of such recovery, to grant releases to insurer, to grant subrogation rights to any insures, and to endorse any settlement check or draft. Debtor agrees not to exercise any of the foregoing powers granted to I. ender without Lender's prior written consent (vi) Lender hereby approves Borrower's insurance as in effect on the date hereof SECTION IS FINANCING STATEMENTS, FUR7TIER ASSURANCES. Debtor covenants that no financing statement (other than any filed by or for the benefit of Lender) covering any of Collateral or proceeds thereof- is on file in any public filing office, that no International Interests a Prospective International Interests (other than that of Lender) is registered with the International Registry with respect to the Aircraft, that Debtor shall not consent to any International Interests or Prospective International Interests with respect to the Altana (other than any such interest in favor of the Lender), and that Debtor has not executed an !DEKA with respect to the Aircraft in favor of any person (other than the Lender) which has not been discharged and removed from the FAA-Aircraft Registry This Agreement, or a copy thereof; or any financing statement executed hereunder may be recorded Debtor will perform, or will cane to be performed, upon the request of Lender, each and all of the following: (a) the recordation. registration and filing of this Agreement, as well as such notices, financing statements, and/or other documents or instruments and create, register, discharge, perfect, protect or preserve any International Interests of the Lender with respect to the Aircraft as may, from time to time, be reasonably requested by Larder to fully carry out the intent of this Agreement, with: (i)(a) the FAA in Oklahoma City, Oklahoma, and (b) the International Registry, either concurrent with the delivery and acceptance of the Aircraft or promptly after the execution and delivery of this Agreement; (i) the appropriate government agency(ies) in the State of Debtor's formation; and (ii) such other administrations or governmental agencies, whether domestic or foreign, as may be determined by Lender to be necessary or advisable in order to establish, confirm, maintain and/or perfect the security interest and lien created hereunder, as a legal, valid, and binding, first priority security interest and lien upon the Collateral (including, without limitation, the International Interests in the Aircraft); (b) furnish to Leader evidence of every such discharge, recording, registering and filing; (c) execute and deliver or pa form, or cause to be executed and delivered or performed, such ffirtha and other instruments and/or acts as Lender determines are necessary or required to fully carry out the intent and purpose of this Agreement or to subject the Collateral to the security interest and lien created hereunder, including, without limitation: (i) any and all acts and things (including, without limitation, the registering and discharging of electronic consents with the International Registry) which may be reasonably requested by Lender with respect to complying with the laws and regulations of the FAA and the requirements of the Cape Town Treaty, or the laws and regulations of any of the various states or countries in which the Aircraft is or may fly over, operate in, or become located in or any other applicable law; and (ii) defending the dtle of Debtor to the Collateral by means of negotiation and, if necessary, appropriate legal proceedings, against each and every party claiming an interest therein contrary or adverse to Debtor's title to same In addition to the foregoing, Debtor hereby authorizes Lender, at the expense of Debtor, to prepare arid 9 .. 1268772 08 SDNY_GM_02 754443 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00241365 EFTA01261254 SDNYGM_02754444 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241366 EFTA01261255 0 N LO " in file such financing statements (including renewal statements) or amendments thereof or supplements thereto a other instruments as the Lender may fiom time to time deem necessary or appropriate in order to perfect and maintain the security interests granted hereunder in accordance with the UCC At Lender's request, Debtor agrees to affix to each Alifiame and each Engine such plate, disk or other marking of customsy size, bearing a legend acceptable to Lender evidencing the fact that such Ai:flan:Ws) and Engine(s) are subject to a lien in favor of Lender pursuant to the terms hereof SECTION 16 POWER OF ATTORNEY. During the continuance of a Default Debtor hereby irrevocably appoints Lender as its attorney-in-fact and agent with full power of substitution and re-substitution for Debtor and in its name to do, at Lenders option, any one or more of the following acts: 0) to endorse the name of Debtor on any checks or other instruments or evidences of payment or abet documents, drafts, or instruments arising in connection with ex pertaining to the Collateral, to the extent that any such items come into the possession of Lender; (ii) to execute such documents (including, but not limited to, a bill of sale) as may be necessary to transfer tide to Collateral; (iii) to compromise, prosecute or defend any action, claim, or proceeding concerning the Collateral; (iv) to do any and all acts which Debtor is obligated to do under this Agreement or under the Loan Documents; (v) to exercise such tights as Debtor might exercise relative to the Collateral, including, without limitation, the lerting, chartering, or other utiliza- tion thereof; (vi) to give notice of Lender's security interest in and lien upon the Collateral, including, without limitation, notification to lessees and/or other account debtors of Lender's security interest in the rents and other payments due to Debtor relative to the Collateral, and the collection of any such rents or other payments; and (vii) to execute in Debtor's name and file any notices, financing statements, and other documents or instruments Lender determines an necrwtry a required to fully any out the intent and purpose of this Agreement 01 to perfect Lender's security interest and lien in and upon the Collateral Debtor hereby ratifies and approves all that Lender shall do or cause to be done by virtue of the power of attorney granted herein and agrees that neither Lender, non any of its employees, agents, officers, or its attorneys, will be liable for any acts or omissions or for any ma of judgment oe mistake of fact or law made while acting nutmeat to the provisions hereof and in good faith Upon the appointment, if any, of Lender as Debtor's attorney-in-fact, and each and every one of Lender's rights and powers in connection therewith, being coupled with an interest, are and shall remain irrevocable until the Default is cured as determined by Lender in its sole discretion, or, if not cured, the Obligations have been fully paid and performed and all amounts due and owing thereunder by Debtor have been paid in MI SECTION 17 TRANSFER OF COLLATERAL Lender may assign its tights hereunder and in the Collateral or any part thereof to any assignee who shall thereupon become vested with all the powers and tights herein given to Lender with respect to the property so transferred and delivered, and Lender shall thereafter be forever relieved and filly discharged from any liability with respect to such property so transferred, but with respect to any property not so unstated, Lender shall retain all rights and powers hereby given. SECTION 18 INSPECTION, BOOKS AND RECORDS. Debtor will at all times keep accurate and complete records coveting each item of Collateral, including the proceeds therefrom Lender, or any of its agents, shall have the right, at intervals to be determined by Lender and without hindrance or delay, at Debtor's expense, to inspect, audit, and examine the Collateral and provided no Default has occurred and is continuing, upon reasonable advance notice, to make copies of and eructs from the books, records, journals, orders, receipts, correspondence and other data relating to the Collateral, Debtor's business or any other transaction between the parties hereto. Debtor will at its expense furnish Lender copies thereof upon request For the further security of Lender, it is weed that Lender has and is hereby panted a security interest in all books and records of Debtor pertaining to the Collateral SECTION 19 ATTORNEYS' FEES AND OTHER COSTS OF COLLECTION. Debtor shall pay all of Lender's reasonable expenses incurred in enforcing this Agreement and in preserving and liquidating the Collateral, including, but not limited to, reasonable arbitration, paralegals', attorneys' and experts' fees and expenses, whether incurred with or without the commencement of a suit, vial, arbitration, or administrative proceeding, or in any appellate or bankruptcy proceeding SECTION 20 DEFAULT. It any of the following occurs, a default pl'afaulf') under this Agreement, the Note and the other Loan Documents shall exist: Nonpayment; Nonperformance. The failure of timely payment or performance of the Obligations or Default undo any Note or any other Loan Document. Loan Document Default. A default under this Agreement. any Note a any oche, Loan Document which is not cured within any applicable 10 12619720$ SDNY_GM_02754445 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00241367 EFTA01261256 SDNYGM_02754446 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 0024136R EFTA01261257 r cure period. False Warranty. A warranty or representation made in the Loan Documents or furnished Lender by or on behalf of Debtor or any Guarantor in connection with any loan subject to this Agreement proves materially false, or if of a continuing nature, becomes materially false. Cross Default. At Lender's option, any default in payment or performance of any obligation under any other material loans, contracts or agreements of Debtor with Lender ("Affiliate", when used with respect to affiliates of the Debtor, shall have the meaning as defined in II US C. § 101, as in effect ftom time to time) Cessation; Bankruptcy. The death of, appointment of a guardian for, dissolution of, termination of existence o4 loss of good standing status by, appointment of a receiver for, assignment for the benefit of creditors of, or commencement of any bankruptcy or insolvency proceeding by or against Debtor, its Subsidiaries or Affiliates, if wry, any Guarantor, or any general partner of or the holders) of the majority ownership interests of Debtor, or any party to the Loan Documents, other than Lender. Change of Control. The occurrence of any of the following (each, a "Prohibited Transfer"): (i) a merger, consolidation or other corporate reorganization or change in the identity of Debtor or any Gum antes, or (i) the owners of the capital stock or other units of ownership of Debtor on the date of this Agreement entitled to vote for the election of the managers of Debtor or other similar governing body cease to own or do not have the unencwnbezed tight to vote in the aggregate at least ninety percent (90%) of such capital stack or other ownership interest of Debtor. A Default shall also be deemed to have occurred if a Prohibited Transfer occurs with respect to any fifty percent (50%) or greater owner of Debtor (or Debtor's permitted assignee in the event of any assignment). Material Adverse Change. Lender determines in good faith, in its sole discretion, that the prospects for payment or performance of the Obligations are materially impaired or there has occurred a material adverse change in the business or prospects of Debtor, financial or otherwise Collateral Sale, Lease or Encumbrance. Any sale, lease, or encumbrance of the Collateral or any portion thereof, including, without limitation, the creation or registration of (whether or not consented to) any International Interests or Prospective International Invests against the Aircinft, not specifically permitted herein without prior written consent of Lender. Levy, Seizure or Attachment. The making of any levy, seizure, or attachment on or of the Collateral which is not removed within ten (10) days. Unauthorized Termination. Any attempt to terminate, revoke, rescind, modify, or violate the terms of this Agreement, any Note, any Guaranty, or any other Loan Document without the prior written consent of Lender Notwithstanding the foregoing, no "Default" shall be deemed to have occurred in connection with Debtor's sale of the aircraft in accordance with the terms hereof GRACE PERIOD. Grace Period. The failure of timely payment of the Obligations shall not be a Default until ten (10) days after such payment is due SECTION 21 REMEDIES ON DEFAULT (INCLUDING POWER OF SALE). If a Default occurs hereunder, Lender shall have dl the rights and remedies upon a default prosecuted party under the Uniform Commercial Code, any applicable rights and remedies specified under the Cape Town Treaty, and all other rights and remedies under applicable law Without limitation thereto, Lender shall have the following sights and remedies: (i) to exercise its rights pursuant to the IDERA, which include, without limitation, the procurement of the de- registration of the Aircraft and the export and physical transfer of the Aircraft born the territory in which it is situated; (10 to take immediate possession of the Collateral, without notice or resort to legal process, and for such purpose, to enter upon any premises on which the Collateral or any pan thereof may be situated and to remove the same therefiom, or, at its option, to render the Collateral unusable or dispose of said Collateral on Debtor's premises; (ii) to require Debtor to assemble the Collateral and make it available to Lender at a place to be designated by Lender; (iv) to exercise its right of set-off or bank lien as to any monies of Debtor deposited in accounts of any nature maintained by Debtor with tender, without advance notice, regardless of whether such accounts are general or special; or (v) to dispose of the Collateral, in any county or place to be selected by Lender, at either private or public sale (at which public sale Lender may be the purchaser) with or without having the Collateral physically present at said sale Any notice of sale, disposition or other action by Lender required by law and sent to Debtor at Debtor's address shown above, or at such other address of Debtor as may fiom time to time be shown on the records of lender, at least ten (10) Business Days prior to such action, shall constitute commercially reasonable notice to Debtor. Notice shall be deemed given or sent when put in overnight mail with a national cornier addressed to Debtor's address as provided herein Lender shall be entitled to apply the proceeds of any sale or other disposition of the Collateral, and the payments received by Lender with respect to any of the Collateral, to the Obligations in such order and manner as Lender may determine Debtor waives any and all requirements that the Lender sell or dispose of all or any part of the Collateral at any particular time, regardless of whether Debtor has requested such sale or disposition 11 1268972 OS SDNYGIvl_02754447 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00241369 EFTA01261258 SDNY_GM_02754448 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA _00241370 EFTA01261259 0 g SECTION 22 ACCOUNT AND CONTRACT DEBTORS Without limiting the provisions hereof dealing with Debtor's right to lease, transfer or otherwise encumber the Collateral, if a Default should occur, Lender shall have the tight to notify any account and contract debtors obligated on any or all of the Collateral to make payment thereof directly to Lender and Lender may take control of all proceeds of any such Collateral, which rights Lender may exercise at any time without waiving said Default. The cost of such collection and enforcement, including attorneys' fees and expenses, shall be borne solely by Debtor whether the same is incurred by Lender (and, if so incurred, such amounts shall be added to the Obligations) or Debtor If a Default should occur or upon demand of Lender, Debtor will, upon receipt of all checks, drafts, cash and other remittances in payment on the Collateral, deposit the same in a special bank account maintained with Lender. over which Lender has the sole power of withdrawal. If a Default should occur no discount, credit, or allowance shall be granted by Debtor to any account or contract debtor and no return of merchandise shall be accepted by Debtor without Lender's consent. Lender may, after a Default, settle or adjust disputes and claims directly with any account and/or contract debtors for amounts and upon tams that Lender considers advisable, and in such cases Lender will credit the Obligations, as applicable, with the net amounts received by Lender, after deducting all of the expenses incuned by Lender Debtor warrants that Collateral consisting of contact rights, chattel paper, accounts, a general intangibles is: () genuine and enforceable in accordance with its tams except as limited by law; (i) not subject to any defense, set-off, claim or counterclaim of a materiel nature against Debtor except as to which Debtor has notified Lender in writing; and (ii) not subject to any other circumstances that would impair the validity, enforceability, value, or amount of such Collateral except as to which Debtor has notified Lender in writing Debtor shall 001 amer.d, modify or supplement any lease, contract or agreement contained in Collateral or waive any provision therein, without prior written consent of Lender. Debtor shall provide Lender with the original of any chattel paper which constitutes Collateral and agrees to mark any copies of such chattel paper as such and/or to affix thereto a legend noting that such chattel papa is subject to a seam ity interest in favor of Lender pursuant to the terms hereof SECTION 23 GOVERNMENT CONTRACTS. If any Collateral covered hereby arises from obligations due to Debtor from any governmental unit or organisation, Debtor shall immediately notify Lender in writing and execute all documents and take all actions demanded by Lender to ensure recognition by such governmental unit or organization of the tights of Leader in the Collateral SECTION 20 INSTRUMENTS, CHATTEL PAPER, NEGOTIABLE DOCUMENTS. Any Collateral that is instruments, chattel paper, and negotiable doaanents will be properly assigned to, deposited with and held by Lender, unless Lender shall hereafter otherwise direct or consent in writing Lender may, without notice, before or after maturity of the Obligations and the payment in full by Debtor of all amounts due and owing thereunder. exercise any or all rights of collection, conversion, or exchange and other similar tights, privikges and options pertaining to Collateral, but shall have no duty to do so SECTION 25 REMEDIES ARE CUMULATIVE. No failure on the part of Lender to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by Lender of any right, power or remedy hereunder preclude any other or thither exercise thereof or the exercise of any tight, power or remedy The remedies herein provided are cumulative and are not exclusive of any remedies provided by law, in equity, or in other Loan Documents, including, without limitation, the Note and any Guaranty SECTION 26 INDEMNIFICATION. Debtor shall protect, indemnify and save harmless on Lender from and against all losses, liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) (collectively, "Damages") imposed upon, incurred by or asserted against Lender on account of (i) the Loan Documents, or any failure or alleged failure of Debtor or any Guarantor to comply with any of the terms or representations of this Agreement, any Loan Document, or the breach of any provisions thereof, (ii) any claim of loss or damage to the Collateral or any injury or claim of injury to, or death of, any person or property that may be occasioned by any cause whatsoever pertaining to the Collateral or the use, occupancy or operation thaeof, (iii) any failure or alleged failure of Debtor to comply with any law, rule or regulation applicable to the Collateral or the use, occupancy or operation of the Collateral (including, without limitation, the failure to pay any taxes, fees or other charges), (iv) any Damages whatsoever by reason of any alleged action, obligation or undertaking of Lender relating in any way to or any matter contemplated by the Loan Documents, or (v) any claim for brokerage fees or such other commissions relating to the Collateral or any of 12 126'972 OS SDNYGIvl02754449 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00241371 EFTA01261260 SDNY_GM_02754450 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241372 EFTA01261261 the Obligations; provided that such indemnity shall be effective only to the extent of any Damages that may be sustained by Lender in excess of any net proceeds received by it from any insurance of Debtor (other than self- insurance) with tespect to such Damages In addition, and not in limitation of the foregoing. Debtor shall pay any civil penalty or fine assessed by the Office of Foreign Assets Control against Lender, and all reasonable costs and expenses (including attorneys' fees and disbursements) incurred in connection with defense thereof, as a result of the making of any Loan or the acceptance of payments due thereunder Nothing contained herein shall require Debtor to indemnify Lender for any Damages resulting from its gross negligence or its willful misconduct The indemnity provided for herein shall survive payment of the Obligations and shall extend to each Lender Affiliate and the officers, directors, employees and duly authorized agents of Lender and each Lender Affiliate. In the event Lender thews any Damages arising out of or in any way relating to the transaction contemplated by the Loan Documents (including any of the matters related to in this section), the amounts of such Damages shall be added to the Obligations, shall bear interest, to the extent permitted by law, at the interest rate borne by the Obligations from the date incurred until paid and shall be payable on demand SECTION 27 MISCELLANEOUS PROVISIONS. Assignment. This Agreement, the Note and the other Loan Documents shall inure to the benefit of and be binding upon tho parties and their respective heirs, legal representatives, successors and assigns Lender's interests in and rights under this Agreement, the Note and the other Loan Documents are freely assignable, in whole or in pan, by Lender and Debtor hereby expressly consents in advance to any assignment by Lender of this Agreement and the other Loan Documents (including all of the associated tights therein) and Lender's International Interests created hereunder and the other Loan Documents In addition, nothing in this Agreement, the Note or any of the other Loan Documents shall prohibit Lender from pledging or assigning the Note or any of the other Loan Documents or any interest therein to any Federal Reserve Bank Debtor shall not assign its rights and interest hereunder or undo any other Loan Document without the prior written consent of Lender. and any attempt by Debtor to assign without Lender's prior written cement is null and void Any assignment shall not release Debtor from the Obligations, unless Debtor has Lender's prior written consent to such release Applicable Law; Conflict Between Documents. This Agreement shall be governed by and construed under the law of the Commonwealth of Massachusetts (the "Jurisdiction") without regard to that Jurisdiction's conflict of laws principles, except to the extent that the UCC requires the application of the law of a different jurisdiction. If any terms of this Agreement conflict with the tams of any commitment letter or loan proposal, the terms of this Agreement shall control. If any terms of this Agreement conflict with the provisions of the Cape Town Treaty, the terms of this Agreement shall control to the extent permitted by law Jurisdiction. Debtor irrevocably agrees to non-exclusive personal jurisdiction in the Commonwealth of Massachusetts and the Debtor and the Lender agree that the courts of the Commonwealth of Massachusetts have non-exclusive personal jurisdiction in respect of a claim brought under the Cape Town Treaty relating to the Abort Severabllity. If any provision of this Agreement, the Note or of the other Loan Documents shall be prohibited or invalid under applicable law, such provision shall be ineffective but only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of such document. Notices. Any notices to Debtor shall be sufficiently given, if in writing and mailed or delivered to the Debtor's address shown above or such other address as provided hereunder, and to lender, if in writing and mailed or delivered to Lender at Lender's address shown above, or such other address as Lender may specify in writing from time to time In the event that Debtor changes its address at any time prior to the date the Obligations are paid in full, Debtor agrees to promptly give written notice of said change of address by registered or certified mall, return receipt requested, all charges prepaid Plural; Captions. All references in the Loan Documents to Debtor, Guarantor, person, document or other nouns of reference mean both the singular and plural form, as the case may be, and the term "person" shall man any individual, person or entity The captions contained in the Loan Documents are inserted for convenience only and shall not affect the meaning or interpretation of the Loan Documents. Advances. Lender may, in its sole discretion, make other advances which shall be deemed to be advances undo a Note, even though the stated principal amount of this Agreement or such Note may be exceeded as a result thereof Posting of Payments. All payments received during normal banking hours after 2:00 p m. local time at the office of Lades lust shown above shall be deemed received at the opening of the next banking day Counterparts. This Agreement may be executed in one or more counterparts, each of which when taken together shall constitute one agreement Joint and Several Obligations. If there is more than one Debtor, each is jointly and severally obligated Fees, Expenses and Taxes. Debtor shall promptly pay all documentary, intangible recordation and/or similar taxes on this transaction whether assessed at closing or arising from time to time, and all reasonable costs and expenses related to (a) procuring canned charter documents and good standing certificates of Debtor and any Guarantor, (b) title and lien searches related to Debtor 13 1263972 03 SDNY_GA4_02754451 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00241373 EFTA01261262 SDNY GM 02754452 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241374 EFTA01261263 ii, and the Collateral, including, without limitation, those at the FAA and at the International Registry, (c) lien and International Interests application and registration foes and financing statement filing fees, (d) stamp a documentary charges with respect to this Agreement, (e) attorneys' fees related to the preparation, negotiation, execution, enforcement and interpretation of this Agreement and any Guaranty, and (Q any similar out-of-pocket costs and expenses. Consent. Debtor and the Lender consent to the registration of the International Interests created under Section 3 of this Agreement and any other International Interests created pursuant hereto in favor of the Lender, including, without limitation, under Section 13(b) hereof with the International Registry. LIMITATION ON LIABILITY; WAIVER OF PUNITIVE DAMAGES. EACH OF THE PARTIES HERETO, INCLUDING LENDER BY ACCEPTANCE HEREOF, AGREES THAT IN ANY JUDICIAL, MEDIATION OR ARBITRATION PROCEEDING OR ANY CLAIM OR CONTROVERSY BETWEEN OR AMONG THEM THAT MAY ARISE OUT OF OR BE IN ANY WAY CONNECTED WITH THIS AGREEMENT, THE WAN DOCUMENTS OR ANY OTHER AGREEMENT OR DOCUMENT BETWEEN OR AMONG THEM OR THE OBLIGATIONS EVIDENCED OR SECURED HEREBY OR RELATED HERETO, IN NO EVENT SHALL ANY PARTY HAVE A REMEDY OF, OR BE LIABLE TO THE OTHER FOR, (1) INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OR (2) PUNITIVE OR EXEMPLARY DAMAGES. EACH OF THE PARTIES HEREBY EXPRESSLY WAIVES ANY RIGHT OR CLAIM TO PUNITIVE OR EXEMPLARY DAMAGES THEY MAY HAVE OR WHICH MAY ARISE IN THE FUTURE IN CONNECTION WITH ANY SUCH PROCEEDING, CLAIM OR CONTROVERSY, WHETHER THE SAME IS RESOLVED BY ARBITRATION, MEDIATION, JUDICIALLY OR OTHERWISE. SECTION 28 FINAL AGREEMENT. This Agreement, the Note and the abet Loan Documents represent the fatal agreement between the panics and may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements of the parties There are no unwritten oral agreements between the parties SECTION 29 ARBITRATION Upon demand of any patty hereto, whether made before or after institution of any judicial proceeding, any claim or controversy arising out of or relating to the Loan Documents between patties hereto (a "Disoutel shall be resolved by binding arbitration conducted under and governed by the Commercial Financial Disputes Arbitration Rules (the "Arbitration Rules") of the American Arbitration Association (the "AAA") and the Federal Arbitration Act Disputes may include, without limitation, tort claims, counterclaims, a dispute as to whether a matter is subject to arbitration, claims brought as class actions, or claims arising horn documents executed in the fume A judgment upon the award may be entered in any court having jurisdiction. Special Rules. All arbitration hearings shall be conducted in the city named in the address of Lender lust stated above A hearing shall begin within ninety (90) days of demand for arbitration and all hearings shall conclude within one hundred twenty (120) days of demand for arbitration These time limitations may not be extended unless a patty shows cause for extension and then for no more than a total of sixty (60) days The expedited procedures set forth in Rule 51 et sea. of the Arbitration Rules shall be applicable to claims of less than S1,000,000 00. Arbitrators shall be licensed attorneys selected from the Commercial Financial Dispute Arbitration Panel of the AAA The parties do not waive applicable Federal or state substantive law except as provided herein Preservation and Limitation of Remedies. Notwithstanding the preceding binding arbitration provisions, the parties agree to preserve, without diminution, certain remedies that any party may exercise before or after an arbitration proceeding is brought The parties shall have the tight to proceed in any court of prone jurisdiction or by self-help to exercise or prosecute the following remedies, as applicable: (i) all rights to foreclose against any real or personal property or other security by exercising a power of sale or under applicable law by judicial foreclosure including a proceeding to confirm the sale; (ii) all rights of self-help including peaceful occupation of real property and collection of rents, set-oft and peaceful possession of personal property; (ii) obtaining provisional or ancillary remedies including injunctive relief, sequestration, garnishment, attachment, appointment of receiver and filing an involuntary bankruptcy proceeding; and (iv) when applicable, a judgment by confession of judgment. Any claim of controversy with regard to any party's entitlement to such remedies is a Dispute. Waives of Jury Trial. THE PARTIES ACKNOWLEDGE THAT BY AGREEING TO BINDING ARBITRATION THEY HAVE IRREVOCABLY WAIVED ANY RIGHT THEY MAY HAVE TO JURY TRIAL WITH REGARD TO A DISPUTE AS TO WHICH BINDING ARBITRATION HAS BEEN DEMANDED 14 1214972 OS SDNYGM_02754453 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00241375 EFTA01261264 SDNYGM_02754454 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241376 EFTA01261265 IN WITNESS WHEREOF, Debtor, on the day and year rust written above, has caused this Agreement to be executed LENDER: SOVEREIGN BANK By: Name: Title: of Califotnia County o I a Notary Public in and for said state and county, do hereby certify t personally appeared before me this day and acknowledged his due execution of the foregoing A ty Agreement Witness my hand and official seal this i of , 2006 Notary Public My commission expires: [NOTARY SEAL] Airint Stcaity µmate SONY_GM_02754455 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00241377 EFTA01261266 SDNY_GM_02754456 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241378 EFTA01261267 IN WITNESS WHEREOF, Debtor, on the day and year first written above, has caused this Agreement to be executed undo seal DEBTOR: AVIATION ACQUISITION CORPORATION By: Name: Title: State of California County of a Notary Public in and for said state and county, do hereby certify that personally appeared before me this day and acknowledged his due execution of the foregoing Aircraft Security Agreement Witness my hand and official seal this day of 2006 Notary Public My commission expires: [NOTARY SEAL I MusilSwititypieser SDNY_GM_02754457 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00241379 EFTA01261268 SDNY GM 02754458 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241380 EFTA01261269 a fJ (Al CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of On S 25, zoo° onro personally appeared 1AT personally known to me OrfaSMS CAMRSNO Comertluron • 16411310 Norm Root Gamin Comm rar Erares Foto 26, 201 Plike Mary SOS ADD. O proved to me on the basis of satisfactory evidence to be the person(e) whose nem*, isfere-subScribed to the within instrument and acknowledged to me that heiebeithey executed the same in his/her/their authorized capacity(Paer and that by hisilveelthefr signature(s) on the instrument the personfer, or the entity upon behalf of which the person(sic acted, executed the instrument. WITNESS my hand and official seal. Clitagiumi OPTIONAL Sicoolure a ywry F1010 Tough the information below is not required by law. a may prove valuable to parsons relying on the documeni and could prevent fraudulent removal and reattachment of this loan to another document Description o 1 ched Document The or Type of Docu Document Date: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: O Individual O Corporate Officer — Title(s): O Partner — C Limited O General O Attorney in Fact O Trustee O Guardian or Conservator O Other. Signer Is Representing: 0 2034 NMwul Nosy AssaDlon • 9354 De Sao MA Pa. Su 2402.01m Number of Pages: flees Name: O I ual O C Officer —Thie(s); O Partner — 'mired O General O Attorney In F O Trustee O Guardian or Conservato O Other Signer Is Representing: lop a IrArrb .CA 913112102 No 5007 Reactor. Cal Tok DO* b801879,6827 SONY_Gly1_02754459 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 En_00241381 EFTA01261270 SDNY_GM_02754460 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241382 EFTA01261271 fp N 1.0 ALIDSIA To Aircraft SecuriD_Agreernert DEFINITIONS "Mtspfir means and includes (a) each Airframe, (b) the Engines, and (c) any and all manuals, logbooks, flight records, maintenance records, and other historical information or records of Debtor relating to (a) or (b) "Airframe" means and includes those certain airframes identified on &bookie I attached hereto and incorporated herein by reference, together with any and all parts, appliances, components, instruments, ancansories, accessions, attachments, equipment, or avionics (including, without funitation, radio, radar, navigation systems, or other electronic equipment but excluding Engines or engines installed thereon) installed in, attached to, appurtenant to, at delivered with or in respect of such Airframe • "Easiness Day" means any day other than Saturday, Sunday or other day on which commercial banks are authorized or obligated to close under the laws of the United States or the stale of New York "Cape Town Treat( has the meaning provided in 49 U S C § 441130 ) "Collateral" shall have the meaning provided in Section 3 hereof "Commencement.Date" means the date on which the Loan is made "aclault" shall have the meaning povided in Section 20 hereof "Engine means and includes those certain aircraft engines identified on Schedule I together with any and all parts, appliances, components, accessories, accessions, attachments or equipment installed on, appurtenant to, or delivered with or in respect of such Engines The term "Engine" shall also refer to any replacement aircraft engine which Debtor is required a permitted, under this Security Agreement, to install upon the Airframe and as to which Debtor complies with each of the applicable requirements contained herein "FAA" means the United States Federal Aviation Administration and any successor agency or agencies thereto "Federal Aviation Act" means Part A of Subtitle VII of I itle 49 of the linked States Code, as amended and modified from time to time. TWA1111111 mars any guaranty executed in connection with this Agreement "Guarantor" means any party acting as a guarantor pursuant to a Guaranty "IDERA" shall have the meaning provided in Section I hereof "International r means an 'international interest' as such term is defined in the Cape Town Treaty "International Registry" has the meaning provided in 49 U S C § 44113(3) 1..ender Affiliate" means Lender's parent cotpotation, any of Lender's or its parent corporation's subsidiary corporations or any affiliated company of any of them "Lon Documents" means this Agreement, all documents executed in connection with or related to the Loan subject to this Agreement, including the Note, any IDERA, and any other documents executed in connection therewith or related thereto, and may include, without limitation, each Guaranty, security instruments, financing statements, mortgage instruments, any renewals or modifications and other Security Documentation, whenever any of the foregoing are executed Mat, A to Aircraft Sensraly Act/coat 1266972 OS SDNY_GM_02754461 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00241383 EFTA01261272 SDNY_GM_02754462 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 002413R4 EFTA01261273 "Nom" shall have the meaning provided in the preamble hereof "Obligation( means any and all indebtedness evidenced by the Note, all indebtedness and other obligations under this Agreement, and all other obligations under any other Loan Document(s) "Permitted Lease" means any lease (a) with the prior approval of Secured Party, which approval will not be unreasonable withheld, conditioned, or delayed to another entity provided that in either case such entity is (n) a "citizen of the United States" as such term is defined in 49 U S C §40102(aX 15) and (ii) not subject to any bankruptcy, insolvency, liquidation, reotganization, dissolution or similar proceedings, or shall not have substantially all of its property in the possession of any liquidator, trustee, receiver or similar person, entitled to use of such Aircraft under applicable law, (b) immediately prior to the commencement of the term or any renewal term of which, and after giving effect to which, there shall exist no continuing Default, (c) that does not contain provisions that are inconsistent with the provisions of the Security Agreement or cause the Debtor to breach any of its representations, warranties or agreements under the Sneaky Agreement, (d) which expressly states that it is subject and subordinate to the terms and provisions of the Security Agreement, including Lender's right to repossession, and (d) the chattel papa original of which has been provided to Lender. If the Secured Party does not respond to the request for approval or a reason for disapproval is not provided, then within 5 business days of the request for approval Debtor will provide the name of the lessee and a copy of the lease containing the subordination provision and consent will be deemed to have been provided. "Prospective International Interest" means a 'prospective international interest' as such term is defined in the Cape Town Treaty. "SkakinAgrospzent" means this Aircraft Senility Agreement between Debtor and Lender "Security Dommenation" shall have the meaning provided in Section I hereof "SSC means the Uniform Commercial Code as presently and haeafta enacted in the jurisdiction. Any tenn used in this Agreement and in any financing statement filed in connection herewith which is defined in the UCC and not otherwise defined in this Agreement or any other Loan Document has the meaning given to the tam in the UCC. uonn 08 1 SDNY_GM_02754463 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00241385 EFTA01261274 SDNY_GM_02754464 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA _0024B86 EFTA01261275 ro to to $CHEDULE T alggfiagsm Wake= Acettact, 1992 D-1.741t Araspare 1993C...row...de jets Lia,iad 1993o:rt. sees Unite& DESCRIPTION OF ADIFRAME AND ENGINES AND PRIMARY HANGAR LOCATION AIRFRAMF Aoki U.S. Registration No 04V BAE I* Stites i000A BAE 125- r000ff BAR p.5-i coot, N677RP N137RP N127RP NIO7RP (which can transport at least (8) persons (including new), or goods in excess of 2750 kilograms) ENGINES Mau = IANIO Rolls Royce MK611.8 Rolls Royce MX6I1-8 Pratt & Whitney PW305B Pratt & Whitney PW305B Pratt & Whitney PW305 Pratt & Whitney PW305 Pratt & Whitney 0.4)3698 Turbotbn Pratt & Whitney etnofaill1b0rao (each of which Engine has at least 1750 pounds of thrust or its equivalent) HANGAR LOCATION at,gialig, 1085 259021 259036 259038 Mk. Serial No 16292 16291 PCE-305054 PCE-305057 PCE-305140 PCE-305141 PCE-305078 PCE-305074 The Airfiame and Engines shall be primarily domiciled, based and hangared at the following address, and shall not be primarily based and domiciled elsewhere without the prior written consent of Lender: 7155 Valleen Ave Van Nuys, CA 91406 12611972 0$ SWAIM Ito Moat Scarify Apnea SDNY_GM_02754465 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241387 EFTA01261276 SDNY_GM_02754466 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241358 EFTA01261277 0 EXHIBIT A FORM OF PROMISSORY NOTE !USW/2 OS Ed.. A Ito Aimraft Stagily Agrecniaa SDNY_GM_02764467 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00241389 EFTA01261278 SDNY_GM_02754468 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0024 1 390 EFTA01261279 PROMISSORY NOTE Principal Amount: Dated: September 26, 2006 FOR VALUE RECEIVED, Aviation Acquisition Corporation (a California corporation) (the "Borrower"), promises to pay to the order of SOVEREIGN BANK, a federal savings bank, (the "Bank') at its offices at 75 State Street, Boston, Massachusetts 02109 or such other place as Bank may designate in writing, the principal sum of (U.S.) (S ), or such other amount or so much thereof as may be owing hereunder, with interest thereon from the date of the first advance under this Note, until paid, plus all expenses incurred by the Bank in enforcing collection of this Promissory Note (the "Note"). The unpaid principal balance of this Note shall bear interest at a rate equal to the LIBOR Rate plus a margin of basis points ( LIBOR Rate shall mean the rate of interest, as determined by Bank absent manifest error, at which deposits in United States Dollars are quoted for 30 days LIBOR in The Wall Street Journal (New York — United States editionXot in the absence of such quotes, such other authoritative source as selected by Bank in its sole discretion) as of 11:00 am. (London time) on the second to last business day of each month following the funding date of this Note. If the above specified quotation is not available at any time for any reason, Bank will use as a substitute interest rate the offered quotation to first class banks in the London interbank market by such authoritative source as selected by Bank in its sole discretion for deposits in United States Dollars, or if such rate should hereafter be discontinued or unavailable, such other substitute interest rate of comparable standard as designated by Bank. The rate so determined shall be applicable for the full calendar month following the determination date. Bank shall advise Borrower of the applicable interest rate from time to time. Interest under this Note is computed on the basis of a three hundred sixty (360) day year and the actual number of days elapsed. As security for the payment of this Note and for the payment of all other liabilities, whether direct or indirect, absolute or contingent, now or hereafter existing, due or to become due, several or otherwise of the Borrower to the Bank (herein termed "Indebtedness"), Borrower has granted Bank a security interest in the property described in a certain Aircraft Security Agreement of even date herewith ("Aircraft Security Agreement") including four (4) particular Aircraft and other Collateral as described in the Aircraft Security Agreement In addition, Borrower does hereby pledge to the Bank all deposit accounts and other property of the Bonower now or hereafter in the possession, custody or control of Bank for any purpose. Borrower shall make monthly payments of interest only on the 1st day of each month during the term of this Note. In addition to the foregoing interest payments, Borrower shall make principal payments equal to percent ( r of the then outstanding loan balance on March 26, 2007, September 26, 2007 and March 26, 2008. 1249905 03 SDNY_GM_02754469 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00241391 EFTA01261280 SDNYGM_02754470 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241392 EFTA01261281 ra ra In Id As and when each Aircraft is sold, Borrower shall make a principal payment in the amount of the greater of (a) 100% of the proceeds of the sale (net after expenses of the sale) or (b) the release price as indicated on Schedule A for the Aircraft being sold. In addition, for Aircraft sale-related principal payments made after September 26, 2007, Borrower shall also pay a termination fee equal to 0 25% of the amount so paid. Upon the sale of any Aircraft included in the Collateral, the Borrower may request the Bank to adjust or modify future principal payments, subject to the Bank's satisfactory review of the conditions of such request based on the loan amount outstanding, a review of the acceptability of the remaining Collateral value, and the guarantor's credit This Note is due and payable in full in any and all events on or before September 26, 2008, ("Due Date") upon which date Borrower shall make one (1) final payment in an amount equal to the outstanding balance of principal and accrued interest. If any payment due hereunder is fifteen (15) days or mom late, the Borrower will be charged five percent (5%) of the unpaid portion of the payment or $10, whichever is greater. Each of the following shall constitute an event of default ("Event of Default") under this Note: 1 uncured default in payment of this Note or any Indebtedness of the Borrower to Bank subject to any applicable grace period; 2. a "Default" occurs under the Aircraft Security Agreement or other document given in connection with the Collateral; 3. any material representation made by the Borrower or any guarantor to Bank for the purpose of obtaining credit appears to the Bank to be untrue when made; 4. the commencement of a case under any federal or state bankruptcy or insolvency law by or against the Borrower or any guarantor and such case is not dismissed within 90 days; 5. Borrower or any guarantor fails generally to pay its debts as such debts become due; 6. Borrower and/or any guarantor, who is a natural person, dies; 7. Borrower fails to notify the Bank of any material adverse change in its financial status that would jeopardize Borrower's ability to perform hereunder. Upon the occurrence of an Event of Default, this Note and all Indebtedness shall, at the option of the Bank, become immediately due and payable in full without notice, presentation or demand for payment, all such being hereby waived by the Borrower and in such event, it is agreed that the Bank may exercise all rights and remedies available to it under the Aircraft Security Agreement or document relating to or otherwise securing any of the Indebtedness or, 2 12499003 SDNY_GM_02754471 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241393 EFTA01261282 SDNYGM_02754472 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241394 EFTA01261283 0 to tn as which may be available to Bank under the Uniform Commercial Code as in effect in the Commonwealth of Massachusetts or other applicable law. Delay or forbearance by the Bank in the exercise of any right granted hereunder shall not operate as a waiver thereof This Note may be prepaid, in full or in part, at any time. Borrower shall also pay Bank a termination fee equal to of any amount prepaid after September 26, 2007. Bank will apply all payments received under this Note first against accrued and unpaid interest, late charges, any costs, fees (including reasonable attorney fees and the allocable cost of the Bank's internal legal counsel) and/or expenses incurred under the Aircraft Security Agreement (plus any interest payable thereon) and the balance against principal. Bank's acceptance of any payment in an amount less than the amount due under this Note and/or the Aircraft Security Agreement shall not be deemed a waiver of an Event of Default. It is agreed that the Bank shall have the right at all times to hold or apply its own indebtedness or liability to the Borrower as security for, or in payment of, this Note either before or after its maturity, or in payment of the Indebtedness. the loan transaction evidenced by this Note has been applied for, analyzed, approved and disbursed in the Commonwealth of Massachusetts. the laws of the Commonwealth of Massachusetts shall govern this Note The Borrower hereby waives presentment, demand, protest and notice of dishonor and agrees that Borrower shall not be released or discharged by mason of any execution, indulgence or release given to any person, or by the Banks release, sale or non-action with respect to the Collateral or any guaranty or other undertaking securing this Note If this Note is not dated when executed by the Borrower, Bank is hereby authorized, without notice to the Borrower, to date this Note as of the date when the principal balance hereunder has been initially advanced to or for the benefit of the Borrower. The Borrower shall not be obligated to pay and the Bank shall not collect interest at a rate higher than the maximum permitted by law or the maximum that will not subject the Bank to any civil or criminal penalties If for any reason the Borrower is required to pay interest under this Note at a rate in excess of such maximum rate, the rate of interest shall be immediately and automatically applied to the reduction of the unpaid principal balance of this Note as of the date on which such excess payment was made. If the amount to be so applied to reduction of the unpaid principal balance exceeds the unpaid principal balance, Bank shall reftmd the amount of such excess to the Borrower. If any provision of this Note is unenforceable in whole or in part for any reason, the remaining provisions shall continue to be effective. Borrower acknowledges receipt of a fully completed copy of this Note (unless undated on initial advance). Waiver of Jury Trial. The Borrower and the Bank acknowledge that the right to trial by jury is a constitutional one, but that it may be waived. Each patty, after consulting (or having had the opportunity to consult) with counsel of their choice, knowingly and voluntarily, and for their mutual benefit, waives any right to trial by jury in the event of litigation regarding the performance or enforcement of, or in any way related to, this Note or the Indebtedness. This waiver constitutes a material inducement for the Bank to extend the loan and accept this Note. 3 126990503 SD NY_G M_02 7 54 4 73 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241395 EFTA01261284 SDNY_GM_02754474 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241396 EFTA01261285 as to to to inI. ADDRESS: BORROWER: Aviation Acquisition Corporation 1733 Ocean Avenue Ste 400 By: Santa Monica, CA 90401 Its: State of City/County of On this day of before me, Personally appeared Known to me (or satisfactorily proven) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged that he/she/they executed the same for the purposes therein contained. Notary Public My commission expires: 4 126990593 SDNY_GM_02754475 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241397 EFTA01261286 SDNYGM_02754476 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 0024139R EFTA01261287 Ca 0 to to Schedule A Release Schedule J1/44anufacturcr ttiC421 U.S. Rerristration No )4ft Serial No Adalthilell Gulfstream GP/ N677RP 1085 1992 Raychem RAE hawker 1000 NI31RP 259021 1993 Raytheon RAE Hawker 1000 N127RP 259036 1993 Raytheon BAB Hawker 1000 NIO7RP 259038 5 1269905 03 SDNY_GM_02754477 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241399 EFTA01261288 SDNY_GM_02754478 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241400 EFTA01261289 PO NI (a EXHIBIT B WORM OF IRREVOCABLE DE-REGISTRATION AND EXPORT REQUEST AUTHORIZATION] THIS IDERA IS LINKED TO AND PART OF THAT CERTAIN AIRCRAFT SECURITY AGREEMENT DATED SEPTEMBER 2006, BY AND BETWEEN AVIATION ACQUISITION CORPORATION AND SOVEREIGN BANK, WHICH IS BEING FILED WITH THE FEDERAL AVIATION ADMINISTRATION CONTEMPORANEOUSLY HEREWITH. IRREVOCABLE DE-REGISTRATION AND EXPORT REQUEST AUTHORIZATION September 2006 To: Federal Aviation Administration Re: Irrevocable De-Registration and Export Request Authorization The undersigned is the registered owner of the (insert the airframe/helicopter manufacturer name and model number] bearing manufacturers serial number (insert manufacturer's serial number] and registration [insert registration number/mark) (together with all installed, incorporated or attached accessories, parts and equipment, the "aircraft"). This instrument is an irrevocable de-registration and export request authorization issued by the undersigned in favor of Sovereign Bank ("the authorized party") under the authority of Article XIII of the Protocol to the Convention on International Interests in Mobile Equipment on Matters specific to Aircraft Equipment. In accordance with that Article, the undersigned hereby requests: (i) recognition that the authorized party or the person it certifies as its designee is the sole person entitled to: (a) procure the de-registration of the aircraft from the Aircraft Register maintained by the Federal Aviation Administration for the purposes of Chapter III of the Convention on International Civil Aviation, signed at Chicago, on 7 December 1944, and (b) procure the export and physical transfer of the aircraft from the United States of America: and (ii) confirmation that the authorized party or the person it certifies as its designee may take the action specified in clause (i) above on written demand without the consent of the undersigned and that, upon such demand, the authorities in the United States of America shall co-operate with the authorized pasty with a view to the speedy completion of such action The rights in favor of the authorized party established by this instrument may not be revoked by the undersigned without the written consent of the authorized party. 1268972 OS tchibit Mara Security Attlaret SDNY_GM_02754479 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241401 EFTA01261290 SDNYGM_02754480 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241402 EFTA01261291 P4 totP t Please acknowledge your agreement to this request and its terms by appropriate notation in the space provided below and lodging this instrument in the Ahaaft Register maintained by the Federal Aviation Administration Aviation Acquisition Corporation By: Name: Title: DAM to Mina SI[WitY Apetats 1241072 OS SD NY_G M_02 7 54481 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241403 EFTA01261292 SDNY GM 02754482 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241404 EFTA01261293 P4 hn EXHIBIT C- NOTICE OF BORROWING ITO PROMISSORY NOTE DATED AS OF SEPTEMBER . 200611 Aviation Acquisition Corporation ("Debtor") hereby issues to SOVEREIGN BANK (Sender") this Notice of Borrowing dated September J 2006 (this "Notice of Bottoming"), in accordance with the terms of the Aircraft Security Agreement (the "Adreernen(") dated as of September 2006, by and between Debtor end Lender, and the Promissory Note (the "Not() dated as of September 2006, executed by Debtor and delivered to Lender All capitalized terms used without definition herein shall have the meanings assigned in the Agreement Debtor (a) hereby certifies, represents, warrants and agrees that: the Aircraft described on Schedule I of the Agreement (the "Aircraft") has been delivered, and is hangared at the address set forth in Schedule I and shall not be hangared elsewhere without the prior written consent of Lender; and (b) authorizes and directs Lender to pay to each of the indicated parties the amount(s) set forth below: Recipient of Funds: Total Disbursement(s): Amount S Lender acknowledges, that G-IV aircraft is being acquired subject to post-closing repairs by Seller Ibis Notice of Borrowing shall be construed as supplemental to the Agreement and shall be subject thereto The Agreement is hereby ratified, approved and confirmed. Debtor coati' ins that the borrowing requested herein shall be the sole funding under the Note and that the date on which such funding occurs shall be the Commencement Date. IN WITNESS WHEREOF, Debtor on the day and year lust above written, has caused this Notice of Borrowing tole executed. AVIATION ACQUISI T ION CORPORATION [EXHIBIT—DO NOT SIGN] By Name: Tide: 1268972 OS flatlet C Airmen Seventy Agreement SDNYGA402754483 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00241405 EFTA01261294 SDNY_GM_02754484 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241406 EFTA01261295 tro tJ to 'It at THIS IDERA IS LINKED TO AND PART OF THAT CERTAIN AIRCRAFT SECURITY AGREEMENT DATED SEPTEMBER J1µ 2006, BY AND BETWEEN AVIATION ACQUISITION CORPORATION AND SOVEREIGN BANK, WHICH IS BEING FILED WITH THE FEDERAL AVIATION ADMINISTRATION CONTEMPORANEOUSLY HEREWITH. IRREVOCABLE DE-REGISTRATION AND EXPORT REQUEST AUTHORIZATION September& 2006 To: Federal Aviation Administration Re: Irrevocable Dc-Registration and Export Request Authorization rt..ror The undersigned is the registered owner of the GulfstreamsOIV, bearing manufacturers serial number 1085 and registration N677RP (together with all installed, incorporated or attached accessories, parts and equipment, the "aircraft") This instrument is an irrevocable de-registration and export request authorization issued by the undersigned in favor of Sovereign Bank ("the authorized party") under the authority of Article XI of the Protocol to the Convention on International Interests in Mobile Equipment on Matters specific to Aircraft Equipment In accordance with that Article, the undersigned hereby requests: (i) recognition that the authorized party or the person it certifies as its designee is the sole person entitled to: (a) procure the de-registration of the aircraft from the Aircraft Register maintained by the Federal Aviation Administration for the purposes of Chapter III of the Convention on International Civil Aviation, signed at Chicago, on 7 December 1944, and (b) procure the export and physical transfer of the aircraft from the United States of America; and (ii) confirmation that the authorized party or the person it certifies as its designee may take the action specified in clause (i) above on written demand without the consent of the undersigned and that, upon such demand, the authorities in the United States of America shall co-operate with the authorized party with a view to the speedy completion of such action. The rights in favor of the authorized party established by this instrument may not be revoked by the undersigned without the written consent of the authorized party. Please acknowledge your agreement to this request and its terms by appropriate notation in the space provided below and lodging this instrument in the Aircraft Register maintained by the Federal Aviation Adtri •'stration. Aviation on Cot Name: ROV41.1" M 5tdre Title: Frestatki 1276349 01 SDNY_GM_02754485 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241407 EFTA01261296 SDNY_GM_02754486 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241408 EFTA01261297 1277010 02 ra ra N to cu -4 THIS MERA IS LINKED TO AND PART OF THAT CERTAIN AIRCRAFT SECURITY AGREEMENT DATED SEPTEMBER,k, 2006, BY AND BETWEEN AVIATION ACQUISITION CORPORATION AND SOVEREIGN BANK., WHICH IS BEING FILED WITH THE FEDERAL AVIATION ADMINISTRATION CONTEMPORANEOUSLY HEREWITH. IRREVOCABLE DE-REGISTRATION AND EXPORT REQUEST AUTHORIZATION September 2te 2006 To: Federal Aviation Administration Re: Irrevocable De-Registration and Export Request Authorization .84E/26 Series 164:04 The undersigned is the registered owner of the 1992 Berfish ArtisPace bearing manufacturers serial number 259021 and registration 74137RP (together with all installed, incorporated or attached accessories, parts and equipment, the "aircraft") This instrument is an irrevocable de-registration and export request authorization issued by the undersigned in favor of Sovereign Bank ("the authorized party") under the authority of Article XIB of the Protocol to the Convention on International Interests in Mobile Equipment on Matters specific to Aircraft Equipment In accordance with that Article, the undersigned hereby requests: (i) recognition that the authorized party or the person it certifies as its designee is the sole person entitled to: (a) procure the dc-registration of the aircraft from the Aircraft Register maintained by the Federal Aviation Administration for the purposes of Chapter III of the Convention on International Civil Aviation, signed at Chicago, on 7 December I 944, and (b) procure the export and physical transfer of the aircraft from the United States of America; and (ii) confirmation that the authorized party or the person it certifies as its designee may take the action specified in clause (i) above on written demand without the consent of the undersigned and that, upon such demand, the authorities in the United States of America shall co-operate with the authorized party with a view to the speedy completion of such action The rights in favor of the authorized party established by this instrument may not be revoked by the undersigned without the written consent of the authorized party. Please acknowledge your agreement to this request and its terms by appropriate notation in the space provided below and lodging this instrument in the Aircraft Register maintained by the Federal Aviation Administration SDNY_GM_02754487 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241409 EFTA01261298 SDNY_GM_02754488 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0024 14 10 EFTA01261299 THIS WERA IS LINKED TO AND PART OF THAT CERTAIN AIRCRAFT SECURITY AGREEMENT DATED SEPTEMBER& 2006, BY AND BETWEEN AVIATION ACQUISITION CORPORATION AND SOVEREIGN BANK, WHICH IS BEING FILED WITH THE FEDERAL AVIATION ADMINISTRATION CONTEMPORANEOUSLY HEREWITH. IRREVOCABLE DE-REGISTRATION AND EXPORT REQUEST AUTHORIZATION September& 2006 To: Federal Aviation Administration Re: Irrevocable De-Registration and Export Request Authorization ERE W540494- the undersigned is the registered owner of the 1993 Corp:wok jch am;itct. 1t• bearing manufacturers serial number 259036 and registration NI27RP (together with all installed, incorporated or attached accessories, parts and equipment, the "aircraft"). This instrument is an irrevocable de-registration and export request authorization issued by the undersigned in favor of Sovereign Bank ("the authorized party") under the authority of Article XIII of the Protocol to the Convention on International Interests in Mobile Equipment on Matters specific to Aircraft Equipment In accordance with that Article, the undersigned hereby requests: (i) recognition that the authorized party or the person it certifies as its designee is the sole person entitled to: (a) procure the de-registration of the aircraft from the Aircraft Register maintained by the Federal Aviation Administration for the purposes of Chapter III of the Convention on International Civil Aviation, signed at Chicago, on 7 December 1944, and (b) procure the export and physical transfer of the aircraft fiom the United States of America; and (ii) confirmation that the authorized party or the person it certifies as its designee may take the action specified in clause (i) above on written demand without die consent of the undersigned and that, upon such demand, the authorities in the United States of America shall co-operate with the authorized party with a view to the speedy completion of such action. The rights in favor of the authorized party established by this instrument may not be revoked by the undersigned without the written consent of the author ized party Please acknowledge your agreement to this request and its terms by appropriate notation in the space provided below and lodging this instrument in the Aircraft Register maintained by the Federal Aviation Admipistration. Aviati Name: ?46,0k F,_ MA I itle: IletSittemf 1277011 02 SDNY_GM_02754489 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002414 I I EFTA01261300 SDNY_GM_02754490 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241412 EFTA01261301 0 to O THIS IDEFtA IS LINKED TO AND PART OF THAT CERTAIN AIRCRAFT SECURITY AGREEMENT DATED SEPTEMBER 3D, 2006, BY AND BETWEEN AVIATION ACQUISITION CORPORATION AND SOVEREIGN BANK, WHICH IS BEING FILED WITH THE FEDERAL AVIATION ADMINISTRATION CONTEMPORANEOUSLY HEREWITH. IRREVOCABLE DE-REGISTRATION AND EXPORT REQUEST AUTHORIZATION September OI 2006 To: Federal Aviation Administration Re: Irrevocable De-Registration and Export Request Authorization SAE I76-tattA The undersigned is the registered owner of the 1993Carputrie .363 c;m1fect 4.• , bearing manufacturers serial number 259038 and registration 14107RP (together with all installed, incorporated or attached accessories, parts and equipment, the "aircraft"). This instrument is an irrevocable de-registration and export request authorization issued by the undersigned in favor of Sovereign Bank ("the authorized party") under the authority of Article )O11 of the Protocol to the Convention on International Interests in Mobile Equipment on Matters specific to Aircraft Equipment. In accordance with that Article, the undersigned hereby requests: (i) recognition that the authorized party or the person it certifies as its designee is the sole person entitled to: (a) procure the de-registration of the aircraft from the Aircraft Register maintained by the Federal Aviation Administration for the purposes of Chapter III of the Convention on International Civil Aviation, signed at Chicago, on 7 December 1944, and (b) procure the export and physical transfer of the aircraft from the United States of America; and (ii) confirmation that the authorized party or the person it certifies as its designee may take the action specified in clause (i) above on written demand without the consent of the undersigned and that, upon such demand, the authorities in the United States of America shall co-operate with the authorized party with a view to the speedy completion of such action. the rights in favor of the authorized party established by this instrument may not be revoked by the undersigned without the written consent of the authorized party. Please acknowledge your agreement to this request and its terms by appropriate notation in the space provided below and lodging this instrument in the Aircraft Register maintained by the Federal Aviation Administration. Aviation isif Cot ame: foberf F. M4 Title: NestkeitiV 1277013 02 SDNY_GM_02754491 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241413 EFTA01261302 I hhreby certify his a true Wel of the I fa OHIrlya A 11YW 3 V WOW/ 1 X0 IC C Lid 92 d3S 90. .(13114 SDNY_GM_02754492 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241414 EFTA01261303 CORM AtpROJEC OMB Ntit20400 UNITED SUMS Of PAIERICA CEPARTIADIT OF TRAINFORTATal Ids Anna Ana Ea N CERT. ISSUE 1&TE M OCT 19211. ntallamal alletalleASOMIAniciv. on efiCRATY PROISTPIRTIC41 APPUCATICR %WED MANN FROISTRATPON Nag u Ty 677RP AWICIPAIT - MANUFACTURER • MODEL Gu1 f stream Aerospace CrIV AIRCRAFT WAR a 1085 FOR FAA USE ONLY TYPE OF REEINETWO1CM to cre a) 0 t Inthall 0 IRMO -MEP US Cap:talon 0 4 Co w 0 1 Govt 0 OilwarNan NAME OF APPLIGVIT 9~44 Seel a aline 01 MIS a iradtlal UM PPP* PP ma and — wits OP I Aviation Acquisition Corporation • mina* MASER ( 818 )989-2300 / 213-613-4500 ACKIRESS lama sea ma ow ale S NIMRIMPO. Was mot Pfemm mom nom taSeobs ) 1733 Ocean Avenue, Suite 400 lima ad eat lin. Pow* PO a an Santa Monica STATE CA ZIP =a 90401 CI CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION' Read the following statement before signing this application. This portion MUST be completed. A the o a-C.D.os, ansow m ami secs in En ilariailbi rey a ranch lot purnronol by fro rel co v-pniceirronl MS CO:lo M. Itl Ss $001, • CERTIFICATION co we to oboe woe 4 Cameo loo re MIVIIIIIII7NIO 400/Ca ..... • flla Inaba anagana ol Vs Una Sea IFor and a. pa "a Cd SWIM )a CHECK ONE AS APPROPRIATE a 0 A noda a ,ve an naalion an IASI a Font la) No • C) A mann mean anal ad may been tmase IS a 0/ a ad Sal son ad pally alma lad Sale ladderIghl Pa me gala In nada al (2) TM In Opel a nal aelased as to a al ON b lea. al (3) The lagn endow al oarap is alIaohed a i Ms a a ve Pa Fang alm lane.* nen NOTE. It toe aavalla all TYPE OR ' cLOW S app units must sr Usa drama se naanAmY / lig b a III I 1 R ert F. Maguire II . . . W resident DATE Ci-dire4 . easeoure • F ,: ., 'J. ' N. OAT( nava v it .: trrEi :ITU GTE NOTE Pang rapt al gip Cs el Pang Neesaelica. We Mee me to cps banal minas al SO tee ewe ea* tae to Paw Cap OOP opts awe OD Mang* Oat Ile "'Eel (903) 0:424013340M SDNY_GA4_02754493 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_002414 I 5 EFTA01261304 IC C 92 d3S gO. zz f,";IVIUSio3g 1,7troq,./ V VA Fillift SDNY_GM_02754494 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA 00241416 EFTA01261305 0 UNITED STATES OF AMERICA US. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE _ . - - wPa CA EYANCE RECORDED 19 P(7 .1 32 ERAL AVIATION )MINISTRATION FOR AND IN CONSIDERATION OF SIRSOTHE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOMI ) UNITED STATES REGISTRATION NUMBER i N677RP AIRCRAFT MANUFACTURER & MODEL 2006 (CT Gulfstream Aerospace G-IV AIRCRAFT SERIAL NUMBER F 1085 A DOES THIS :96÷1.1. DAY OF SEPTEMBER, 2004. HEREBY SELL. CRANE TRANSFER AND DELIVER ALL RIGHTS, TITLE. AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: PURCHASERS NAME NAME AND ADDRESS (IF INDIVIDUAL(S), GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL) Aviation Acquisition Corporation 1733 Ocean Avenue, Suite 400 Santa Monica, CA 90401 DEALER CERTIFICATE NUMBER AND TO ITS SUCCESSORS AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER. AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND ANflthIL THIS gath DAY OF SEPTEMBER, 2004. SELLER _J NAME(S) OF SELLER (TYPED OR PRINTED) SIGNATURE(S) (IN INK) (IF EXECUTED FOR CO OWNERSHIP, ALL MUST SIGN.) TITLE (TYPED OR PRINTED) Alexandria C. Phillips, for PETERSEN AVIATION a 4Aa-Y-k C , Secretary/Chief Financial Officer -- - 1:162.61g3'37385 112.11O-99120/266‘ 15.00 n 062700652144 09/27/2006 ACKNOWLEDGMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER, MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC FORM 8050-2 (9/92) (NSN 0052-00-629-0003) SUPERSEDES PREVIOUS EDITION SDNY_GM_02754495 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0024 1-117 EFTA01261306 • • • • t 1.4 I I. 1.; VHOHC1NO A.1.10 VHOHV1)10 IC C bid 92 d3S 900? 118 NOIMLLSIO32111V4OUIV YY3 HillA 03114 SDNY_GM_02754496 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0024141S EFTA01261307 U.S. OEPARTPAENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION CROSS-REFERENCE-RECORDATION SEECONVEYANCE NO FILING DATE: -------- ..... This form is to be used in cases where a conveyance coven scvcral aircraft and engines, propellent or locations. File original of this form with the recorded conveyance and a copy in each aircraft folder involved. TYPE OF CONVEYANCE SECURITY AGREEMENT DATE EXECUTED MARCH 5, 2001 FROM PETERSEN AVIATION DOCUMENT NO. 040677 TO OR ASSIGNED TO WELLS FARGO BANK NA. DATE RECORDED April 13, 2001 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: AIRCRAFT (List by registration number) I TOTAL NUMBER INVOLVED 4 N277RP N7RP N477RP *N677RP ENGINES I TOTAL NUMBER INVOLVED 8 MAKE(S) ROLLS ROYCE TAY 611-8 SERIAL NO. 16181 16232 16616 +16292 16178 1 234 16615 *16291 PROPELLERS I TOTA NUMBER INVOLVED MAKE(S) SERIAL NO. SPARE PARTS -LOCATIONS I TOTAL NUMBER INVOLVED LOCATION RECORDED CONVEYANCE FILED IN: N277RP Serial 1026 Gulfstream Aerospace G-IV SDNY_GM_02754497 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241419 EFTA01261308 J7 SDNY_GM_02754498 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241420 EFTA01261309 I ZVI VZOO-VJ..43 CrC co n m 73 O n C m m xl C 73 73 73 -0 LA ZN4 w 00 IK LC) UT a) USftcpcarnixt Of lonsporlallee redenreAvIcillan AaalnhImilice 0, 00 0, 0 0 0 0 -4 S , 4 ti me lp NUMBER CHANGED TO DATE ASSIGNMENT OF SPECIAL REGISTRATION NUMBERS Aircraft Mateo and Natal GULFSTREAN AEROSPACE Serial Number 1085 3980115 G— I V 04 Special Registration Number N 677RP ch'esent Registration Number N 864CE 110 ICAO AIRCRAFT ADDRESS CODE FOR N677RP = 52173476 PETERSEN• AVIATION 7155 VALJEAN AVE VAN NUYS CA 91406-3917 Issue Date: MAY Ole 200D This is your authonty to Mange the United States °Iowa- ton number on the above described aircraft to the specal registration number shown. Carry duplicate of this form In the alraaft together wah the old registration certifinfte as Interim authority to operate the aircraft pending receipt of revised certificate of registration. Obtain a revised certifimte of anworthiness Can your near- est FIgM Standards District Oftce. The latest FAA Form 81304, Application For Airworthiness on file Is dated: DECEMBER 16. 1988 The airworthiness classification and category: STD TR ANSP • INSTRUCTIONS: • • SIGN MD RETURN THE ORIGINAL of this form to the Civil Aviation Registry, AFS-750, within 5 days after the special registration number is effaced on the aircraft. A revised certificate wX then be issued. This authority is valid for 90 days from the issue date. The authority to use the special number expires: HAY 01. 2001 CERTIFICATION: I certify tha ho spe ratio number was placed on the aircraft descnbod abov Signature of Owner The of Omer, LCER.S I air Js 0 Date Placed o Aircraft: AC Forrn 8050-54 (5/96) aeries PrewoufErtmon RETURN FORM TO: CNN Aviation Registry, AFS-750 P.O. Box 25504 Oklahoma City, Oklahoma 73125-0504 EFTA01261310 Un Co fri I H Hn Z,Z4 1 KOCV.L.A3 73 FILED WITH FAA 0 AIRCRAFT REGISTRATION BR '00 dilN 1 lifi 11 46 % ".A PI* +. • • 'OKLAHOMA CITY OKLAHOMA 0 70 It. yen. 0 rrl . . . —0 Pr "ILA •• `- ' 7i? T 70 -tD 1 . • .•!.. 4 A Pie r o IA -r. ' •: ' 4-3---VM 0 71401' ° • • O U J .; j tl • Z. i • CL • EFTA01261311 ',. 11;aste 0 0 0 0 0 0 0 0 6 5 2 MVP: TITLE SERVICE 2c - • DATE: APRIL 19, 2000 FAA AIRCRAFT REGISTRY RP ATTN: CENTRAL RECORDS (6, LIC. GENTLEMEN: 6 NAY 012000 PLEASE RESERVE N 677RP FOR ASSIGNMENT TO: 864CE GULFSTREAM AEROSPACE G-IV 1085 WHICH IS REGISTERED TO: PETERSEN AVIATION 7155 VALJEAN AVENUE VAN NUYS, CA 91406 PLEASE SEND CONFIRMATION TO AIC TITLE SERVICE IN THE PUBLIC DOCUMENTS ROOM. THANK YOU FOR YOUR PROMPT ATTENTION TO THE ABOVE REQUEST. THE FEES FOR THIS REQUEST ARE ATTACHED. li fl SINCERELY, ik DNIVIP9HARP AIC TITLE SERVIC 001101046115 S 10.00 04/19/2000 4400 Will Rogers Parkway • Suite 106 • Oklahoma City, OK 73108 800-288.2519 • 405-948-1811 • Fax 405-948-1869 SDNY_GM_02754501 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241423 EFTA01261312 o2C • • V140HV1)10 A.I.10 WrI011V1M0 Oh OT WU 6T WU 00. C.2.)1:00 .01"11•C.I'.s,0 1:01P1r1S1938 . HIM% 0311:1 SDNY_GM_02754502 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241424 EFTA01261313 FORM APPROVED CAM Na 2I2DCOM I INATTEB STAtit OF MIERICk O&M-RAW CeaktmstlgORTA1164 „ P .M. o AvMai A.OiseirriallOwei 1000•101.TACAOstaincAL CORM AIRCRAFT REDS/DON APPLICATICN -q-/ CERT. ISSUE DATE 4M4 1 9 20) umnso stun II neriamenser NUMBER II 864CE ATIVRAfT MANUFACTURER a MOOD. Gulfstream Aerospace G -IV r AWCRAFT SERIAL No. 1085 FOR FAA USE ONLY TYPE OF REGISTFMTION (Chock cos btu) °` 0 1. Indvkkal 0 2 Patented IS 3. Ccemence 0 4. Coate 0 5. OWL 0 fl.w.°42al NAME OF APPLICANT remit* dam on taboos ot oantallila a IslItIOnl. OR WI .we, fat is me Neese Min 0 Petersen Aviation, a California Corporation TELEPHONE NUMEER: ( 818 989-2300 ADDRESS (Peeninat noting Adds ars by applaill WPM 7155 Valjean Avenue MAYOR aol *est Aural RDAs: PO. as: CITY Van Nuys STATE California W core 91406 0 CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION! Read the following statement before signing this application. This portion MUST be completed. A Nana Ostseast Newt( lo er, EsAssaca Ss IM applcitga may be roues Toe pasherwes is lino and/or :oven:rms.* i f Cadt TIN 18. Sec. 1301) CERTIFICATION VINE CERTIFY: (1) TAY the stow awns e owned by vs undenogned acm6sart woe b • ohm (IncluSrg oxperanatiO Y Ms MRS Sae. tor fl op true. QIN name of Shaba- I en CROOK ONE AS APPROPRIATE: A 0 A SOM. Nets Mth men recismece dem l-st a Rem 1-561) No a 0 Arcades. accesion monad and 0101t0 OUlicialf. Under U10 1001 0. Oa ard said Sc*k Is teed And Ermarty wed In the Urnad Sums Rtax•ds or MN was we salable lot IniNIMICO al RI ThM re sena a me fedueree urea DI That lees mend or me:my is Sated NOTE executed TYPE . .IM me lass ot ay beeps away: and a me been WI wilt Me Waal Jumbo Adninealon es an appszents newt age. Use reverse 6417 II neOnSary. E EACH FIFFIT OF MIS APPLICATION MUST BE VOW IN PIK Irma K J. terry•' p President max a/gNei SIGNATURE DAM SIGNATURE TITLE 0 99n00 OtZ01.48 5. 12/30/1999 DATE NOT£ Perearsa .0:444 OE the CaleCele Ot MOTE mesitiesan. the wawa nns be ono Ite • pate not kt eiCess el DO des. extra mem tom the MK COPY cA tee •101:00a nal be Wes In •• Oa a AC Rem 80501 (1MIO) (00524140-9007l Supersedes Freiron Edam --T-00051 Fir a- SDNY_GM_02754503 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA 00241425 EFTA01261314 • • V.-1014V:1%0, A110 VI.:..IK1.10 61 9 IN OC 330 66. :, • • . 1.3 • .1:Arl - 4 DI it Et G311A SDNY_GM_02754504 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA 00241426 EFTA01261315 . UNTIk EVES OF AMERCA US DEMMER CE TRANSPORTATION FIDEFAVAATPA AlfibRAPT Bra. SALE " FOR AND IN CONSIDERATION OF St --( Me- 1 THE UNDERSIGNED OWNERIS) OF THE FULL LE L AND BENEFICIAL TITLE OF THE AIRCRAFT DES. CRIBED AS FOLLOWS: UNITED STATES N a sk t IITGISTRAGON NUMBER MANUF TURER MODEL muse/4 AIRCRAFT s1T SERIAL No. las" DOES THIS Z.fl DAY OF Ott.- HEREBY SELL. RANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: PORTA M.PFUTIED ow Ha 212040.2 6 0 H361 55 L4 • f • VAN la 9 33 in to Not WIN In lbw WU, J9 FOR:FAA USE ONLY Lu NAME AND ADDRESS IF nowtoug. ow MST 'macron rout NO max ninv4 eTh t.CCO:." &NAV:CLOG-, -7t65 ✓ajeew lac. law Nars 1 e71 /4. 9 146Ce • • 4IIL11161: DIALER GERI1FIGATE NUMBER NO TO EXECUTORS. ADIANISIRATORA AM ARSONS TO MINE NO IC) HOLD IINGIAARLY THE SAD AIFKILIFf Fa MO DRARANDS THE III1E TtiEREOE R nsnioa. mew. HAW WO. HMO AND SEAL Iws 2.- DAY OF,. 101. SELLER • I NAME (5)0 SELLER st all MOROI V SKANATune LS) PIERO tocOeOUTTO FOR LOO' ML IASI 06.0 CASK ck(0.../ 04 ,0% ACKNOWLEDGMENT DDT INGwitiO 10A PultrOlis OF FAA RIGOROUS.. NO SUER SAY Si 1110.11R10 e .) ORIGINAL: TO FAA /4 FOR 0:004 CM OM osmosxmath P.Wous EKON SDNY_GM_02754505 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00241427 EFTA01261316 .23 • • SDNY_GM_02754506 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA 00241428 EFTA01261317 UNMSOSWES OF /MERU US OEPARITT gof MRDADIVADOV MN" orolmm7:orolli AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF St & OVC THE UNDERSIGNED OWNER(St OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DEES• CRISED AS FOLLOWS: UNTIED SW" II 86408 REGISTRATON NUMBER AIRCRAFT MANUFACTURER & MODEL OAF inorooe r TO AIRCRAFT SERIAL No. 1085 • C, A. DOES THIS 2 .1 DAY orDecember 19 99 HEREBY SELL GRANT. TRANSFER AND DELIVER ALL RIGHTS. TITLE: AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: NAME AND ADDRESS 9OVOJALITA GAR VDT MISC. TM= REM. MO fl t earwa govv,k),=:Kkoft.a. 42-0,P4-c-e PR's" DAWNS 444.1..c..bcy 13:" 1/4 5 2A4$ S-Di'D TOME APPROTO CAS NJ 2120.0%2 a2-2-/ M 3 6 1 5 4 CO:Nr. .;,!CE r 1 JAN fa 9 33 al '59 F;ENIGNAI7cry5 Co Air 6._ALTHor( SEALER CERTROCE passim AND TO ECECUTORA ADIAIMISTRATOPO MO ARSONS TO EWE APO TO MOLD SIMGMARLYTNEEAOZETLFT FOREVER. NO VORPANTS MR WILE THEREOF. IN TESTIMONY MWEAEOF I WOE SET my ROb MO SEAL me 2 1 December OF 19 SELLER • NAME IS) OF SELLER OTIMOMIPRNIOR - SIGNATURE 151 MEMO DIFORED TCMCOMMICIIIMPLLIMAI as .....::e afro TITLE ITYPeocAPAHrem Coca-Cola Enterprises, Inc. 0 ta.cr-Thi- 4•JiaD ACKNOWLEDGMENT 111O1 REQUIRED FOR PURPOSES OF FAA Roconolso MO So LOC L LAW FDA VALIDITY OP TIS INIITRUMERT ORIGINAL: TO FAA AC Row EOM ORS FOE COS2O3.29COTREotostas NNW. BMW . MAY SE PEOUIRED SDNY_GM_02754507 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00241429 EFTA01261318 • LE E 1,1,3 E2 23,366. . SDNY_GM_02754508 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA 00241430 EFTA01261319 •4 • n n nn n FORM APPTIOVID OW Na.21,04;042 • UNITED STATES OF AMERICA. DEMelleiT OFCAUNdObRTAION I mow. /0/..010.1ADIOMIllara€4021000010Nerf ACIIONMJIICAL CO TT AIRCPAFT REOSTRATON APPLICATION 7 6 a g fr 7 R CERT. ISSUE DATE d Dor 9 4 -9 I-1K MAR 22 1999 SLOES REGISTRATI LOOTEDON MASSER N RAter NRCRAFT MINUFACTURIDI a MODEL Gulfstream Aerospace GIV AMMAR URAL Na 1085 FOR FAA USE ONLY WM OF REGISTRATON (Own me bed O tblen/Steill O 2. PeRneeship ata Corporation O 4. Co-owner O S. not O 8.1"clia " NAME OF APPUCNIT OA om* San 0 Ineene te evessalip. II b#S.Isi go bit nem. ant anew an 'Piddle Sew Coca-Cola Enterprises Inc. • 4155 Sougth Airport Road Atlanta, GA 30336 nlEPHOME numetert ( 404 ) 699-1103 ADDRESS (Peranent sang N*I ke in Wa4bane Men Number Wif Oust 4155 South Airport Road Rural Parlir P.O Eku. CITY Atlanta STATE GA ZIP CODE 30336 (Mc CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION) Read the following statement before signing this application. This portion MUST be completed. A labs of anboneel Wilmer I o Wry quedon in this nokartol nay bwounds is pagshnsnl try be spins :mfr.:mane les.Cab. Tit* A Sec 10013 CERTIFICATION LWE COW EN: (1) Thal One stave ((Mtn a maw by we unsemeom mesmnr. vide a • arisen analPS(9 caPseben 0 t Used Stain (For Wen bat gibe Nee cd Owen yor CHECK ONE AS APPROPFOATE a O A tabard Sea can den agaleattan Von 1-161 alb= 1431) No. T ['Anapaests* et enstron owned ira dabs Warps@ wider Ine Wend (sties) and aid nets/ is Said end Oast/ mid In Ilt• Umbel Sena Renal Ce Ara Pen an aratabb Tr rriepidle el 0 llisi Me (3) Dal legs NOTE: TYPE San* Is not regkend POP the Ins ci we' twin monk% IS abeam of cestashp le Shithed a tin teen Bed WS V* Federal *Men AOnbistratcn If executed Ir Co-overientip all applicants must sign. Use reverse side if necanerg NT NAME BELOW S TURE gD3 y. — or ? l ivg l g c4. SI Brian RE . _e . L. Ross 1TRE Director of Aviation DATE S97 SIGNATURE 111LE DATE SIGNATURE 1111E DATE NOTE Pinang nap ot be Osaka* ci Mann Rey his Ow non nay be angled bt • eons not in bossed go den. dun; Win limo be Pen copy ci thla apensfal net be carded in Me Aiwa AC Form II050-1 02130) (GO52-00-628-9007) Supersedes Premts Edna, SDNY_GM_O27545O9 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00241431 EFTA01261320 .2/ • • F; C32, GIS, SONY GM 02754510 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA 00241432 EFTA01261321 1 99 1n i .) " UNRE0 STATES OP AIMING DEPARTMENT OF RIANSPORTAllan .TSORAL MAIM missillunOwilice 110/PiCer AtrialAMICM. CAM AMGRAFT REGISTRATION APPUGADOS • - / 4 .9.2 4 - 9(. 0a CERT. ISSUE DATE JAN gig AO - I • umnplivmES REOISMA11014 NUI/SER N 864CE avec AINGRAFT ALANJFACWREIN I IADOEL Gulf stream IV AIRCRAFT WEAL No. 1085 FOR FAA USE ONLY TYPE OF REOOTRETION kirk Can tCa) cll. sews Oa. Pattnertalp CX3. Comore:4i ci 4. Co-owner ci 5. Govt O si tacwas• NAPA OP APPLICATA 04.3000 ROM CO Van Of CatelliP. II INSMOVIS MAI IS 11.0,10. DP arm. and icaMM ISM) III Coca-Cola Enterprises, Inc. TELEPHONE Nu5amal- ( 404)699-1103 ADDRESS (INemansal =Mc anti InC GM MICH NNW Mate RN *Mt 3931 Aero Drive REM Ran PA. Doc CRY Atlanta SGT! Georgia LP GODS 30336 OZK CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION! Road the following statement before signing this application. This portion MUST be completed. A Wm or dohonasi ammo, to iity <ram in Pm app Ma may to mount, kw panishnvm by re* mato" irralsonmmi 0 UO8. TIM IS Sec 1001. CERTIFICATION 1WE GEAT951 (I) Thal Po Rom Su is omen to. Cm unilsrapol mipkont wc a • wizen Ordain ceps bar) Cl to Unto' Siam tree wow WA On tame a SWIM ) ml CHECK ONE AS APPROPRIATE a. ['Amami NAN Mit inlyn nonce gone 1451 a Farm 1451) No. li, O A cormazon Motocalica organime and OM Palma nodes Me MR of Ma) aryl soil liana in bald And pima* mot M Os USG tiaSo. Amax& aTON Mors as seatkie is wiwicam at in not trw wirm is noi risiwwW acs ow Ian Of wry b.9' Matt Rd (3) That WM .9161.900 Of 0.mcnim If niched or has Wm Sod MN U. Fodeal Nhaban Memarrecin. NOTE If mewled for co-coinorzhA all opplicanti Mutt CAR Use reverse side 4 necessary. TYPE OR PRINT NAME DEMON SIGNATURE lig 6 3 ill 1 SKINATURE %g niATURE b...4.4.4. , -12._ 0,......), TIRE Director, Aviation DATE a -O- re. SIGNATURE Tint GTE TITLE DATE NOTE PoncIng monal cd IR Conacinia al ANNA Regairsion. ow Nandi inky be Rimed IN • witd not it mama of 90 aim Sam Meth inne Rin Pim( spy of itia atillanden sum to tainta ln IIM Plimlet AC Fain 50504 (UAW (005300-5253007) Supessedes Previous Eddon SDNY_GM_02754511 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00241433 EFTA01261322 • r ^ w:.i. "•-` La , • • 1 fit. ' „~s ne• . • • / P-/f SDNY_GM_02754512 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA 00241434 EFTA01261323 • 0 9 a all l LE 4 le7-1 filif•IBER C r kANGED 7A l'ATE 11 JAN OP 1°137 CI) uStkoorrnorn ofrrorafcrionen Federal Pertenkm Adawirdstredlon ASSIGNMENT OF SPECIAL REGISTRATION NUMBERS Special Registration Number Ntior•CE Aircraft Make and Model GULF STRF AM SeROSPA(F r,— I v Present Registrabon Number N oSt.A Said Pemba 10h5 39001 1 5 Issue Date: 4ll. [CAB AIRCRAFT AOORK5S COOP NOVEmSER 18. 1990 FOR h804CE = 52750752 MS ;$ your authonly to change the Unded States registra- tion number on the above described aircraft to the 'initial rogistraton number shown. COCA—COLA KNTERPRISES INC 2500 WINE?, RIOGE PARKWAY Carry duplicate of IN.roma In the aircraft together with the ATLANTA GA 30338 old registration cerbfMate as Interim authority to operate the aircraft pending receipt of revised cell:LS:ate of registration. Obtain a revised certificate of airworthiness from your near- est Fl ht Standards MUM Oface. The latest FAA Form alma, AppficaUon i • ' • .for Airworthiness on file Is dated: The ahworthin4AcEliillta%oniaildtcai4Y STu TRANS? INSTRUCTIONS: SIGN AND RETURN THE ORIGINAL of this form to the Civil Aviation Registry, AFS-75 , within 5 days after the special registration number is th &Ned on the aircraft. A revised certificate will then be issued. This authority Is wad for 90 days from the issue date. The authority to use the special number expires: NOVEMBER 1n. 1997 CERTIFICATION: tar* that the special registration nu was d the RETURN FORM TO: aircraft described above. Chra Aviation Registry. AFS-750 Signature of Owner. ' b ..-4--.-- 4 {ILA P.O. Box 25504 Oklahoma City, Oklahoma 73125-0504 Tale of Owner . I7 e • -1 I.• .4 0411to lt c,..\ ://aieert. Date Placed on Aircraft .9Er 0 te>e, 6 AC Form 805044 (5/95) Supersedes Previous Edition . . SDNICGM_02754513 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00241435 EFTA01261324 C VHOWV1:40 ADO VHOHV1NO LS, WV £4 II Z HIT XHISIO3b1411808111 %It'd HAIM 0311z1 3ouvA3Atioo- • • • SDNY_GM_02754514 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 0024I436 EFTA01261325 3 0 3 i) 0 11 I te-CionfaoN4agia Av•at ;el Caparvnent Mon County kixrt 3931 Aero DAN* awls. GA 30326 404499.1103 September 11, 1996 WHEN AVAILASLE RESERVE H AI 62 Federal Aviation Administration 6500 S. McCarthy Oklahoma City, OK 73169 • • Dear Sir or Madam: Coca-Cola Enterprises, Inc., has reserved registration number N864CE. I am requesting a change in registration numbers for N88GA, Gulfstream IV, serial number 1085, to be change to registration number N864CE. If you have any question, please call me at Thank you for your prompt response. Sincerely, Elaine J. Watson Maintenance Technician • t 10, DD 1 1 419(7 etafAc111LkS 1155 ?least 5 eNcl MIK t0 5D -4F4 rtt Fitrc in 14 e_ P.T. Grin- • .MO.1 Pe° at, rle It aan....• roae WtIvra SDNY_GM_02754515 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241437 EFTA01261326 • • V1•IOHVltO Alla V.10HV1)10 96,11J es ZI 11 43S AILLSI038 LiV8081V VVJ N111.1 03113 SDNYGI,1_0275451 6 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 0024I438 EFTA01261327 - 0 0 0 0 0 0 n W IS, APPR°1 4 4 -UNITED STATES OF AMERa MP/01MM OF TRANSFORMATION MOWS MAXIM LOMIZIACIPHICa NOMONCeAblIORILOCAL COMP AIRCRAFT REGISTRADON Aryucamon CERT. ISSUE DATE 26 1996 Iin UNITED STATES awls-mum mono N 88GA NICRAFT IIANUFACITAVER • MOM J SEP Gulf stream IV MICRAFT SERUM I.3. 1085 FOR FAA USE ONLY TYPE CF REGISIRAMI (Ogg as bog Ell- IndMduaI El 2. PartharAliP pa COrpOraliOn Et 4. Co-emner 0 s. Govt 0 atice.420"" NAPS OF APRUCANT Oiregrog gag on modems of agog* if ggickal gini bast nen* Ant nen* and wane nag) 9 COCA—COLA ENTERPRISES, INC. TELEPlCCSUUSER f 4n4 A99-111/1 ACORESS (PermagnI MAN MT.= Or IMO oPOlast Wel) Nines and MK 25f10 Windy Ridge Parkway flow ROJW PD. Ibic CITY Atlanta STATE Georgia VP COM 30338 El CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION! Read the following statement before signing this application. This portion MUST be completed. A Oho or Gannon werea ii any canon's Ws execgan fog m geariem la Poffneog by tine And f Tr waggons NS Cal; The IN. see nen • CERTIFICATION ME CERTIFY. (Ii DD Pe nog amen b goad by go widcrtglied sperm, WV 15204.5n @Axing corpagneg ol Oa nogg amen (Fa volt'', bun 9•10 .." al InnIst I on CHECK ONE AS APPROPRLATE: a 0 Along aSen. ra". Yen monielei (Fee. PSI TO Re 146R Se a 0 Anon. axpenirson agattl and doing bushing fl y tho Offs of (Mfg and gld MST Is bin And Triegay Wed in to (bold Etats. Roma or ION rats reo avaltn lot Iropecton al CORK go swat to rot nipistenid wdw Ine I/aide/if blip 6/cty and (3) Ttud Roil ring a ogenNp is Stagg a has teen IMO lit IN ratletal imam AIngstraten. NOTE: II execited (of CO-Owrarslip as aPPbeatt must sign. Use Nitro° tide if neoresery. TYPE 0 RANT NAME BELOW SIGNATURE UE K a S i R e g <N - -a_ai, 0 12a."-6.1/4 4067kP4 ' / 457,4 SIGNATURE TIRE J DM TITLE Wt NOTE Pending receipt of Pe Cagan, of as Reggrge; ilio Thug aoy Do Operabld Itt • pelbd mlbe aced 00 6.1. ds.9 " ant IMPS"( PM a MSS" TSSIlelneltirtbi I . Of 1.... AC Fenn 13350-I (1990) (0052-00128-9COR Supersedes CHO 4,014? - SDNY_GN1_O2754517 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00241439 EFTA01261328 • p• • • _ . ' VNOHV1)10 •19.10 V1401-1V1)10 It. Ed SZ cf3S 96. At115103b .1.1V2102i1V V V4 H.L1M 03114 33NVABANO3 SONY_GM_02754518 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA 00241440 EFTA01261329 • Es I MN OIPPPO/ED US. DEPARTMWT OF IRENSHORTATGII AFIERa illetFANHICIPIVQN 0 0 3c-rn • lawns OF AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF s 1.&0 . _ THE ye? g 3 ° 1(O-4 UNDERSIGNED °mason OF THE FULL LEGAL .ip BENEFICIAL TITLE OF THE AIRCRAFT DES- CRIBED AS FOLLOWS: REGISTIMTP311 NUMBER N 88GA UNITED STMIS CWILI t nn: S•ECOR E° AIRCRAFT r i NUFACTUREWODEL Gu stream • YIA LO[ AIRCRAFT SERIAL No. GFL 1085 Sta3 55 DOES THIS .2 5 1-4 DAY OF 5 alinbirrolt A11ON HEREBY SELL, GRANT. T AND .."tatoti DELIVER ALL RIGHTS. TITLE, MID INTERESTS AS6 IN AND TO SUCH AIRCRAFT UNDO: 00 Not Yam ta TAN lialk FOR MA USE ONLY NAME AND ADDRESS F CAC MST we an swot no so= WILM) COCA-COLA ENTERPRISES, INC. 2500 Windy Ridge Parkway Atlanta, Georgia 30338 DEMER CERTHIGGI WINGER AND TO i 7- 9 WWCWORS. ADIANISTAXICRE, MO ASSIGNS TO ANUS MO TO MID emna it OILY INS SAID AMIGIAFT FOREVER. MO vousWITS THE TITLE THEREOF. TESTMCNY MEWS we woe SIR oar WINO MO SEAL MIS 015.4 Cla C. t? I. • 114 SELLER W NAME ($1 OF SELLER ovrwOnfoRmEs SIGNATURE (8) PI MIT ORTFUTTO KIR CO.OAILIPSOILNA MAST -I TALE OTRADORINLIFIROL /•D CO I ACKNOWLEDGMENT MOT SEMMES FOR POMPOUS or FAA ACCORDING: HowtvER. NAY BL RITTOIRID RV LOCAL LAW FOR VALIDITY OF THE INITRUU4NT.I 962691523559 $ 5.00 09/25/1996 ORIGINAL: TO FAA AC form SMOG NW) (NEN 00$24204ESOCOI SUTOSOOOS Rebus E611:4 SDNY_GM_02754519 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00241441 EFTA01261330 ., ..• ••:"; • :1 • • VI-JOHV1X0 A1/3 VI4OHY1)f0 It Ed SZ d3S 96. A /11 SID321 liV8OblV V.I H111A 03 114 33N V A 3ANOO eezese.wasae aemes\eo oo.a * SDNY_GM_02754520 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA 0024I442 EFTA01261331 UMW SLOES OF U.S. DERMTWEIR OF TRNOPORTATION =Ana ADQ:Sin.Q3N AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF S 1 & OVC THE UNDERSIGNED OWNERIS) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DES: MIMED AS FOLLOWS: MIMED STATES neeeragnon humers! 88CA AIRCRAFT MANUFACTURER a MODEL • Col f stream Aerospace r TV AIRCRAFT SERIAL No. 1085 • DOES THIS .20-1tA DAY os Seeress ber,m96 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TIME AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: ara twee 0 . 0 n i 3 P 8 3 0 6 IS—I CObV11 MICE RECORDED SEP 2.6 156 PH I% &MR 4 At y“.• • al IOR Do NM WAN h llgs Sock FOR FAA USE ONLY tt cc S. S. NAME AND ADDRESS ANNELENA GM LAST KEE MST mit MO /ECM AUW9 Viad Corp 1850 North Central Avenue Phoenix, AZ 85077 OF.AUER CENCIFICATE NEMER N4010 1-% ExECUTORE, ADIANIETRAMRS.N0 AMORE TO MN MOTO ROD ONGULARLY THE SAO AIRCRAFT FOREVER Mt WAIIMN73 THE TOLE THEREOF. IN TESTI:104N %WNW (at UWE SET O144- pupa me NAL THIS 2 SWL as cegeph, *96 SELLER • NAME (Mon SELLER (nsiocormsm SIGNATURE CB) mon 1W TW MR400:40441.44:44Aiciar =Mu TITLE owtoommaiis Mellon Financial Services Corporation #3 S; Vice President ACKNOWLEDGMENT (NOT RECD ED FOR PuRECIEES OF FAA RIMOROIsm NOwevIR. MAY SI MOVES. ▪ LOCAL LAW FO num. OF nig INSTIMMEIn) ORIGINAL: TO FAA AC PPM •050E MED (NSN 0062<0.290:03) Superadn Pnsicus MEM SDNY_GM_02754521 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00241443 EFTA01261332 IC • ":E- • • • . • • V14014.31NO All3 IA4011171)10 OZ: Ed SZ aS 96 AdISIO3d 11V tIOZIIV V V4 HIIIA 03111 3ONVA3ANO3 SDNY_GM_02754522 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA 00241444 EFTA01261333 U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION CROSS-REFERENCE-RECORDATION SEE CONVEYANCE NO FRJNO DATE: This form is to be used in cases what a conveyance covers several afraid and engines, propellers, or locations. File original of this form with the recorded conveyance and a copy in each afraid folder involved. TYPE OF CONVEYANCE ASSIGNMENT AND TERMINATION (1)29599 ET AL R-2 PG 5-89) DATE EXECUTED September 25, 1996 FROM MELLON FINANCIAL SERVICES CORPORATION A3 LESSOR DOCUMENT NO. 190830 - DATE RECORDED'( September 26, 1996 TO OR ASSIGNED TO VIAD CORP LESSEE THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: AIRCRAFT (Lid by rtgistralian camber) I Terry ia IMISIM DAUM VIM I N88GA ENGINES I Trim! Numsom Divni vim 7 MAKE(S) ROLLS ROYCE MEC611-8 SERIAL NO. 16291 16292 PROPELLERS I TOTAL NUMBER INVOLVED MARE(b) SERIAL NO. SPAR PARTS —LOCATIONS I TOTAL NUMBER INVOLVED LOCATION RECORDED CONVEYANCE mum IN: N88GA GULFSTREAM AEROSPACE (WV SERIAL 1085 / AC FORM 8050-23 (1-96)(0052.00-582-6000) FAA AC 74-3913S SDNYGIvl02754523 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 0024I445 EFTA01261334 SDNY_GM_02754524 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241446 EFTA01261335 • Ahafflaklic/salablil/taatertain vice.Sep 23 a .. .... 1924S • . • 0 0 0 0 0 0 0 3 5 1 5 FAA AGREEMENT OF CONVEYANCE, ASSIGNMENT AND TERMINATION 14-i p 0 8 0 4 CD% RECORDED THIS FAA AGREEMENT OF CONVEYANCE, ASSIGNMEERIMIDi 514?ii 186 TERMINATION (this "Agreement") is made and entered into as of September 1996, by and between Mellon Financial Services 79 4 Corporation #3 ("Lessor") and Viad Corp ("Lessee"). AL , f%AlluM W I T N E S S E T H: WHEREAS, Lessor and Lessee are parties to that certain Lease, dated as of December 29, 1988, amended to the date hereof and as more particularly described in Annex I attached hereto (collectively, the "Lease"), with respect to one (1) Gulfstream Aerospace G-IV airframe bearing manufacturer's serial number 1085 and FAA Registration Number N88GA, together with two Rolls-Royce Model No. MK611-8 engines installed thereon, bearing manufac- turer's serial numbers 16291 and 16292 (the °Aircraft"), which Aircraft is registered with the FAA in the name of Lessor; WHEREAS, Lessor and Lessee desire to terminate the Lease and vest title to the Aircraft in Lessee free and clear of (i) all of the right, title and interest of Lessor and (ii) all of the terms and conditions of the Lease; and, WHEREAS, in connection with and as part of the termi- nation of the Lease, Lessor and Lessee have agreed that Lessor will convey all of its right, title and interest in and to the Aircraft to Lessee. NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Lessor and Lessee agree as follows: 1. Lessor hereby bargains, sells, transfers, conveys and assigns to Lessee: (i) all of Lessor's right, title and interest in and to the Aircraft; and (ii) all of Lessor's right, title and interest in, to and under the Lease. 2. The Lease is hereby terminated and the Aircraft is no longer subject to the terms and conditions thereof; provided that the provisions of the Lease which, by their respective terms, are to survive the termination or expiration of the LeAse shall survive the termination of the Lease to the extent required thereby for their full observance and performance. 3. This Agreement may be executed in counterparts, each of which when executed and delivered shall be deemed an original and all together shall constitute one and the same instrument. rot SDNY_GM02754525 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241447 EFTA01261336 r •. VHOHV1)10 A.113 `111-1.0HV 1510 61: Ed CZ d3S 96. A neirmi i.nanaIV v VA Hi:// .•3 33NV r iFH00 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, SDNY 02754526 15, and 17 EFTA_00241448 EFTA01261337 0 0 0 0 0 0 0 1 5 1 6 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered by their duly authorized representatives as of the day and year first written above. LESSOR MELLON FINANCIAL SERVICES CORPORATION #3 Bye Michael F. Marks Vice President LESSEE VIAD CORP By: L.G. Title: Vice President-Administration SDNYGlvl_02754527 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241449 EFTA01261338 11-1-4 te:f. 1: .Y140F141)/0 441a V141311V1X0 61: Ed se d3s A 81S19211 • Ild .13N vv V 3A NC e SDNY_GM_02754528 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241450 EFTA01261339 3 0 0 0 0 0 r) :3 5 I 7 THE LEASE 14-3 Annex I Lease, dated as of December 29, 1988, between the Greyhound Corporation ("Greyhound"), as Lessee, and B.A. Leasing Corporation ("BA"), as Lessor, which Lease was filed for recordation with the Federal Aviation Administration on December 29, 1988, recorded by FAA on January 27, 1989, and assigned conveyance number U29599, as amended by First Amendment to Lease, dated as of November 27, 1989, between BA and Greyhound, which First Amendment was filed for recordation with the Federal Aviation Administration on November 27, 1989, recorded by FAA on November 30, 1989, and assigned conveyance number J63025. Greyhound changed its name to Greyhound Dial Corporation on May 8, 1990, and to The Dial Corp ("Dial") on May 14, 1991. BA sold its interest in the Aircraft and the Lease to Actium Leasing Corporation ("Actium") on October 15, 1993, which Bill of Sale was filed for recordation and recorded by the FAA on November 1, 1993, as conveyance number T45513. Actium was merged into Mellon Financial Services Corporation #3 and a revised Certificate of Registration was issued by the FAA on November 6, 1994, to 'reflect the change in registration of the Aircraft. Dial changed its name to Viad Corp on August 15, 1996. SDNYGivl02754529 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241451 EFTA01261340 ' • SDNY_GM_02754530 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241452 EFTA01261341 14-I I HEREBY CERTIFY I HAVE COMPARED THE ORIGINAL DOCUMENT WITH THE ATTACHED AND FIND IT TO BE A CERTIFIED TRUE COPY OF THE ORIGIN 02 SDNY_GM_02754531 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241453 EFTA01261342 HI SDNY_GM_02754532 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241454 EFTA01261343 aleer•••••••marler FAA •ATICRAPT MIST CAMERA NO. / DATE: le° / 7 ailliringal°1" i lirniell a r P*4 • E r.". frif PO.o. Anion, GO Po PAM./ UM= 'WU OF AMR= ocroorsDat weikinimarai rat num alannin:•••10 infs. eine% CONMIll Air."47 PCGS11W10.1 AMICRIVVE / .3 Ct RT. ISSUE ME' twin rota. PaST.Cil WNW N 88GA nter4(T6e. AVICAPPT IMUO.VCDall • 03001. Gatfetrean fleratIone • A -vv $ JUN 9 0 199, maw sera Ha 1085 . OP ME ItOSTVZOI (ONO ea WO 0 I. ISM, 0 2 P•MW•IP fat Ofpliret• 0 4. COON'S 0 FORFAA USE OW S. Gan 0 AC a OF •••taff Ans..) Vat SO Maim al asap[ NOS ye r ram. Pc ratan Pekto MC Penal Financial Services Corporatial 43 ounce pow 412 I 234 - 5461_ PODRICS "'noon .a iixi.io• as noun Inc) *v s. 4444 Ono ?Ulan Bank Center Rs PO Sr CTY Pittsburgh SW; PA It CODE ]525B D CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS /kr/EXTON! IWO the lollowing Maimed Won LOS; to opplicabon. MX porSon MUST be complaild. • Wm a Chlowit nee, *pp Omega a In voltam. PAT Soon la• paean Vy In Woe nocemol en cads. TN V. S.• CON , CERTIFICATION no wan in Tiro •• mos iiiii• • ~are Irlagiml ne•Plot rid le a elm f.o.b. ••••••••• tin OAS Sian pa ••• out PS Noe al a ). DES OK AS PPPROMOS • 0 • NSt en se a lopi•••11 foe NISI a P•• 1410 Ma • 0 AM.'S ougeoba await owl boa mega Seer Mai ad re • Now ed Saws =CD We MY Rieke OW NOS MO lablib k N WINGS. • . ix net we a es new we w rridimp Mote: at - • . ODS hpil PAWS • awe • nal a 1•11 b•O PS Ie. Ow Palm I MS Idols . - • . • MOM II eat Inissoirmillp nu •pois nal Sun boa Mei ma TYPE OR Mart RAW mom R4ngruFef • . • • - • fi tSaltilin t Vico /ao tAti 8 L. Heiken - .- Epe WTI Polep SASSO. 0••••• • Amyl Oa see air Is acid be • •••• labs et le rea asp roe so e• Iva air./ SOS. NS bp isal in es Soil . • /DREW 5,11 PsCLF052*Pice0 Nada OW " MS - " C 00 • • •• ailtSfethatai _-.Feaf-•" SONY GM 02754533 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00241455 EFTA01261344 SDNY GM_02754534 FAA AIRCRAFT REGISTRY: re - / q v I . CAMERA NO. / DATE AAVEnflV • .1j 03113 13NIMANO3 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241456 EFTA01261345 SDNY GA4_02754535 FAA AIRCRAFT REGISTRY ,Tfl CAMERA NO. ..R DATEt /- 14-17' AF,RO RECORDS & =LE CO: it -/ POST OFFICE BOX 1424T3 Noss: RC'S 2,2-2507 OICLANOMA an. OK 7314-I Tale FFIM 1-(WO) MA-7202 FAX/405)6914W 29-T-T-(0 REQUEST FOR DUPLICATE CERTIFICATE. OF REGISTRATION ' AND TEMPORARY CERTIFICATE BY MIRE Please issue a duplicate Certificate of Registration for the following aircraft; SAlvelixotat4u,14-IV: n88,93ti. Our check in the amount of $2.00 is enclosed in payment of your fee for the duplicate certificate. PLEASE HAND THE CERTIFICATE TO ARTC - PUBLIC DOCUMENTS ROOM. In the meantime, could you please issue a temporary telegraphic certificate and hand the wire to ARTC to fax to our client? Please address the tran mission as follows: O di I/ link, fawn. By: /It Enck. AIRCRAFT TITLE SEARCHES AIRMEN RECORD INFOR.v.ATiON RECORETINGSFRVICFS' SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241457 EFTA01261346 SDNY GM 02754535 FAA AIRCRAFT REGISTRY CAY.ZZA NO. ._S DATE: I" Cr. CH SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241458 EFTA01261347 441=2ER2=34S34 -141•0 44- .FAA AIRCRAFT REGISTRY CAMERA NO. i DATE: • 2 e Paid /••90.03 Oi• pas zwa2 WIWOOMOI WW1 DOWIWI %IF TRWORWT• wow ••••••nwew ! i 1 . I • I I ' . CM SSE OM T Mr 1 'Q3 now wonwwww, waNg atiMMTOON WAX M. ant •Tn• II A8GA Ca n n. DWPOI HI v NWTNT MOMMOUPOR • won Gulfstream Aerospace G1V AMOR VW Pos 1085 FOR FAA USE ONLY tnt CO 111 IIINWWWW OW Om Me O 1. Irchtus 0 .2. resin CCO. Corpora. O 4. Ccany O IL Goa O IL we GP NW Awn p Is a Minn al an. V Wiluto be ML OW Nem NW me OMNI Actium Leasing Corporation WWII . MAW ( 0 amen O %Nag WOW WOWS W a _. 0004 ••••• a out Pour Fillh-ITC.• a• TO raniwr WI Pa 0,0 an San Francisco awe California 1" COOC 94111 O CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS • sanornan nes th• PAWN Malawi Wan sr.; out appliothon. This ;Wen MUST M COOP/W4 A So Pew •••• • Pal Oman,. coma ...1 es pan a pseal w ••• ..no..ant W ado. Oft a W W " CERTIFICATION r Hi OWN, V) Wit an Wel b we by re ,wwW1 wet •ro is • as pow powhip a/ •• ow •••• , PA ‘iiie 04 fm now V . 4 OW W IS WWW < pp • 0'1400ml On mit WI as As Ms WI It • minor • Anaals••••W W Woo Was Ms a O Weld an OW Pam WOnnift Wm WS WOP Pr • sal ••• an o bag MP •••••• WNW 0 TO OP WE is re moss ism re., amp sae% mg IN W WO Wm. ot won • Wel wane PS W Ps Pawl Waa Oessiska • - ROM I ass b asskip ea Rots IS S S now W I WOW INVE OR PST SE MUNI, ORWMPE III b X p i E • Rd Thla President Dal 10/12/93 sea 84.4411.2 mu WI 4.4144 a collOWCWWWW WWW WOW% Os wall Whooped la • pal abode .4t.••• n w Po MC wets. wow ••• •• awns ••••• AC Rim MI MR 4102404214407) Swabs flow —. Aiiiipiker„..;- ars ---•ear-r.-S2Str m SONY GM 02754537 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00241459 EFTA01261348 4P-7-7----21 =WPRE5R FAA AIRCRAFT AECIBERT . CAMERA 80. N DATE: II • 22. q-7) S-, " SDNY GM 02754538 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241460 EFTA01261349 .7= —•-•••=5.:=-T.TaalatIr r-7-4-7 T 4 5 5 1 3 FEDERAL AV:ATION 1200 _ ...e r ....Scil t-a.. .C;f6L31 s: LI SDNY Gm 02754539 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00241461 EFTA01261350 SDNY Gfi_02754640- SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10,-15, and 17 EFTA 00241462 EFTA01261351 FAA AIRCRAFT REGISTRY CAMERA NO. 3 DATE: :2 - 89 1 4 tettwa, d_ DCRAMIDIT. OF TRANSPORTATIoN: ' TEOCIAL AVIATION AMITEMIATICOI CROSS-REFERENCE—NECORDATION • • ...se mammas KUNZ DATE. Ti. form h w be mei le cases Acres covet siren' Soak and eagles. prepeRess. et lakes FR* edema of ads form with the reoedal coeseyareas d a copy w aids ninth folder Snit d. TEFL or CONN CYAN= to ,01. 5-- Vet .\ S lat- a/DONZITILIFC.I.O . ' (LEG (4•2195- qq DATE EXECUTED - 027 9 DOLCALLN1" NIX 34 3 0 s2S- DATE XECOILUED It-204g TEE POLLOWD:C COLLATERAL IS ODYERED REITER COVVETANCE: MIGRATE tun M merles feetevi ENGINES MAXIM de0e/C3/ fr.C.,F4,... e o- • PROPELLERS • r TOTAL NU CED EVVOLVED I TOTAL NEMER INNXILFITO mum. /6_L4! WO. I 6 24. . I TOTAL vtocant twoLvro 'Cu SPARE PARTS-LOCATIONS LOCATION I TOTAL NEVI° [WOLFED RecOaDunavrruct 'am pi, NI it6,47 Azcerea.......aeaea.c,_,ths, -3/Al C Acroniattanosmonssomasa) FAA AC WASS - • N0,..,,,.:.Ne••••••• SDNY G0.4_02754541 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241463 EFTA01261352 -FAA tIRCRAFT REGISTRI ' NO. 3 -DATE: 12 — 2 ": .44 4 .44 -As f • • • • ..• • SDNY_GM_02754542 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241464 EFTA01261353 FAA. -1.4.A.AIRCRAFT REGISTRY CAMERA NO. 3 DATE: 12 - 2 - 89 • o o 6 0 00 S6 J 3 0 2 5 Gulfstream GIV A iRPTD)ft At 'r FIRST AMENDMENT TO LEASE .93 No 30 8 57 NI :89 THIS FIRST. AMENDMENT TO LEASE ("First Amendment') F entered into as of this 27th day of November, 1989 ge139.47.0N NligYNATION between BA Leasing Capital Corporation, a CalifoP corporation; with its principal office at Two Embarcadero Center, San Francisco, California ("Lessor") and The Greyhound Corporation, an Arizona corporation, with its principal office at Greyhound Tower, Phoenix, Arizona 85077 ("Lessee"). WHEREAS BA Leasing 6 Capital Corporation and Lessee entered into a Lease dated as of December 29, 1988 (the Lease hereinafter referred to as the 'Lease"), recorded with the Federal Aviation Administration on 1-27-89 at 2:34 p.m., Conveyance Number U29599 concerning one Gulfstream Aerospace GIV aircraft bearing (with respect to the airframe thereof) Federal Aviation Administration Registration Number N88GA (previously N449GA) and manufacturer's serial number 1085 - together with two Rolls-Royce Model Number MX611-8 engines installed thereon, bearing manufacturer's serial numbers 16291 and 16292 respectively:, WHEREAS BA /easing 6 Capital Corporation is the successor by merger to B.A. Leasing Corporation: and WHEREAS, Lessor and Lessee now desire to amend the tease as hereinafter set forth: NOW, THEREFORE, the parties hereto agree as follows: 1. Section 1.3 of the Lease is deleted in its entirety and replaced by the following: •• • t5' "1.3 Sumolemehtal Purchase Price. At one, time on or before the date hereof, Leshor shall reimburse Lessee for the sum of (a) the cost of the Avionics (as defined in the Schedule), provided the cost does not exceed $2,900,000.00, and (b) the amount of any sales or use taxes paid by Lessee in respect of the Aircraft to Arizona, and (c) the capitalized interest costs incurred by Lessee in connection with the Aircraft, three business days after the receipt by Lessor of all the following: (a) A Certificate of Lessee in the form of Exhibit E attached hereto, which shall replace the form of Exhibit E 'initially attached to the Lease: and (b) Evidence satisfactory to Lessor that Lessee has made the payments for which it is requesting reimbursement. 7029L _ • - • _ - • - &AC C). /c....1 4. 4444) Ohl e' iC 00 SDfilY_G54 02754543 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 0024(465 EFTA01261354 ligilliffrderest i th tt% •HIIM II3 iw AttlifskA twfi.0 . V ; _ . • • -40"iffirealiii SDNY_GM_02754544 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00241466 EFTA01261355 . • -PAA AIRCRAFTAMISTR8' * . . • . I I CANER4 NO. 3 DATE*: 12 - 2.--89 • 00`004 0 0 6 5 7 %- 3/. The sum of the cost of the Avionics, the capitalized interest costs and the sales or use taxes payable to Arizona is hereinafter referred to as the 'Supplemental Purchase Price.' The Supplemental Purchase Price shall not exceed $4,800,000." • 2. . Section 6.1 of the Lease is hereby amended by deleting the text of subpai-agraph (b) and replacing it with the following: 'the slim of (i) the present value, as of such Rental Payment Date, of the amount of each Rental Payment Amount (as set forth in the Schedule), which would otherwise have accrued hereunder from such Rental Payment Date to the end of the Term of this Lease, ang (ii) the present value, as of such Rental Payment Date, of the amount of the Balloon Payment (as set forth in the Schedule). The present Values set forth in this rihragraph are to be computed by discounting at the New Implicit Interest Rate (as defined in the Schedule)." • 3. Section 8.1(j) of the Lease is hereby amended by deleting the text thereof and replacing it with the following: 'A default by Lessee occurs permitting acceleration under the Amended and Restated Loan-Agreement, dated October 1, 1987, as it may be amended from time to time, among Lessee, Bank of America National Trust and Savings Association ('Bank') as agent, and certain lenders ('Lenders'), as long as it exists (the 'Loan Facility'); and after it ceases to exist, a default occurs permitting acceleration under the term credit facility containing the most restrictive financial • covenants in which Bank is a participant; or' 4. Section 7.2 of the Lease•is amended by deleting the parenthetical on the seventh line, which reads '(which shall be specifically referred to in such certificate)'. • S. Paragraph C of the Schedule is hereby amended as follows: A. By deleting subsections 1, 2 and 3 and replacing them with the following: '1. During the Term, Lessee shall pay rental for the . Aircraft, on the dates and in the amount set forth in Amended Annex I hereto, which by this reference is made a part hereof and of the Lease ('Aircraft Rent').' • 7029L S • Stile;;;i4.m..4sos... —. .. maim/am. SDINIY 92754 515 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241467 EFTA01261356 FAA Al.RCRAET *METRE. ' CANEEA NO. .3 DATE: 12 - 2 - 89 SDNY_GM_02 754546 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241465 EFTA01261357 B. By Charging the number before the last paragraph in Paragraph C of the Schedule from '4' to "2'. 6. The text of Paragraph D of the Schedule is deleted in its entirety and replaced by the following: 'The interest rate on late payments shall be (a) for the period prior to the date hereof, one percent per annum over the Implicit Rate Interest Rate and (b) for the period on or after the date hereof, one percent per annum over the New Implicit Interest Rate (as defined in Section 7 of this First Amendment), computed daily on. the basis of a 360 day year and actual days elapsed, which computation results in more interest than if a 365 day year were used.' 7. Paragraph F of the Schedule is hereby amended by deleting the second paragraph thereof and replacing such text with the following: "The Implicit Interest Rate from the date hereof to the end of the term of the Lease shall be 9.87344 per annum, compounded semi-annually (the 'New Implicit Interest Rate"). The New. implicit Interest Rate shall apply to the Initial Purchase Price from and after the date hereof and to the Supplemental Purchase Price.' S. The text of Paragraph 0 of the Schedule is deleted in its entirety and replaced by the following: "Lessee shall have no right to early terminate this Lease except as provided in Paragraph I of the Schedule as amended by Section 9 of this First Amendment.' I. A new Paragraph I to the Schedule is added and shall read as fellows:. 'I. conversion Richt. In the event Lessee is not in default and elects to sell the Aircraft to a third party not affiliated with Lessee, Lessee shall have such right subject to the following terms and conditions: (a) Lessee shall notify Lessor at least 60 days prior to any such sale, (b) Lessee shall agree to convert the Balance Due as of the date of such sale to an unsecured term loan pursuant to a promissory note substantially 7029L 51:44Y_GAt_02754547- - SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241469 EFTA01261358 "144 . SDNY GA4_02754548 • SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10,-15, and 17 EFTA 00241470 EFTA01261359 C AA AIRCRAFT REGISTRY AhERA NO. 1 DATE: 12 9 , cam,......a „,„„„,,e, __-_ • _. `0' 0 .0 00000639 • • 7029L' a7 . , in the fo of Exhibi attached hereto ('Term Loanw), (c) Lessee shall actual Sell the Aircraft to such third party prior ya the date of the conversion, (d) Lessee covenants and agrees that prior to and as a condition to any such sale of the Aircraft, in the event Lessee shall have previously granted a security interest, mortgage, deed of trust, lien, charge or encumbrance of any kind on any of its property, real or personal, tangible or intangible to the Lenders under the Loan Facility (with respect to indebtedness under the Loan Facility), Lessee shall grant to Lessor a security interest in such property, and such security interest shall: (i) have the same priority in such property as the other Lenders under the Loan Facility and (ii) grant Lessor a share in the liquidation proceeds in the proportion that the then Balance Due under this Lease bears to the principal amount outstanding' under the Loan Facility, • (e) payments under the Term Loan shall be due on. the remaining payment dates and in the amounts sot forth in Amended Annex I, unless the New Implicit Interest Rate shall be adjusted pursuant to subparagraph (f) of this Paragraph I, in which case the loan payment amounts shall be revised to reflect such change in the New Implicit Interest Rate, and (f) the interest rate for the Term Loan shall be the following: (i) if the conversion occurs within twenty-four months of the date hereof, the interest rate shall be .10% per annum over the New implicit Interest Rate, (ii) if the conversion occurs more than twenty-four- but less than sixty-one months from the date hereof, the interest rate shall be .05% per annum in excess of the New Implicit Interest Rate, and (iii) if the conversion occurs after the sixtieth month froM the date hereof, the interest rate shall be the New Implicit Interest Rate. For purposes cf this Paragraph, a month shall be calculated as follows: If the closing hereof occurs November 15, 1989, month 1 shall be November 15, 1989 through December 14, 1989, month 2 shall be" December 154 1989 through January 14, 1990, etc.' , •Ivc-,es whit, SDNY COA_02754549 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241471 EFTA01261360 ties I • PAA ATRCRAYT REGISTRY CAMERA NO. •3 DATE: 12 -2 - 89 . Mr. . ; I CS .-e!••: ‘ 71 SDNY_G14_02754650 .:;lors112??. SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241472 EFTA01261361 I YeA AIRCkeFT.REGISTRT- CA11ERA NO. 3 DATE: 12 - 2 - 89 • ''•• "7- 10. Paragraph H of the Schedule is hebeby amended as follows: L. In subparagraph (a), deleted and replaced with #618°. B. In subparagraph 0), on the second to last line, the reference to '38.68° is deleted and replaced with ff40.97491V. • 11. The effectiveness of this First Amendment is expiessly conditioned' upon the execution and closing of thac certain Lease Intended for Securitydated on or about the date hereof between Lessor and Lessee with [aspect to the Gulfstream Gill Aircraft described therein. 12. Except as is herein specifically -amended; all of the terms, covenants, and provisions of.ths Lease remain in full .force and effect. 4 % ' • 4 .1 13. All defined terms not otherwise defined herein shall . have the same meaning as in the Lease. TN WITNESS WHEREOF, the parties hereto have executed this First Amendment-to Lease as of the day and year written above. By: E. Late Title: Vice President-Finance 413 Jon S. Hans n , Title: 14c- -440CM7t: SDNY GM 02754551 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241473 EFTA01261362 SDNY GM 02754552 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241474 EFTA01261363 FAA AfRtE**3 REGISTRY. CAMERA 60. DATE* 12 - 2 - 89 • • • - • 6 0 CI 0 0 0 0 n 6 6 I •• EXHIBIT E TO LEASE DATED AS OF DECEMBER 29, 1988 BETWEEN THE GREYHOUND CORPORATION AND BA LEASING 6 CAPITAL CORPORATION /Successor to B.A. LEASING CORPORATION) SUPPLEMENTAL OFFICER'S.CERTIFICATZ TO: • BA Leasing E. Capital Corporation, Please refer to the Lease dated December 29, 1988 between The Greyhound Corporation and BA Leasing 6 Capital Corporation, successor to B.A. Leasing Corporation. Unless otherwise defined herein, or the context hereof otherwise requires, terms which are defined or defined by reference therein shall have the same meanings when used herein. The undersigned, the Vice-Pawsidentfeetsarer of Lessee,.on behalf of Lessee, does hereby certify to you as follows: r 1. That it has inspected, r.weived, approved and accepted delivery of the Avionics under the Lease. That the Avionics are subject to and governed by all • of the provisions of the Lease. 3. That it has paid to the Jit Center, Western Commander, Inc. and Aero Interiors, Inc. for the Avionics the -.entire purchase price of $2,896,928.83, which sum excludes any applicable taxes. 4. 1130 it has incurred capitalized interest costs in the amount of $605,480.00. 5. That it has paid sales or use tax in the aggregate amount of $1,256,700.55 to Arizona with respect to the Aircraft. 6•. That. its representations and warranties set forth in. , Section 1.4 of the Leas re tbra,and correct as of the date hereof as if such warranties were setY.2"th herein in full. 7. That without limiting the requirements of the Lease, the Aircraft and the Avionics are in good order and 7029L • SDNY_GOA 02754553 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241475 EFTA01261364 . , *PT REGISTRY • 3 DATE: 12 - 2 - 89 SDNY GM 02754554 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10,-15, and 17 EFTA 00241476 EFTA01261365 I r7i iik11:Ail; REGISTRY 12 _ L-5.-: F .,rya .....- ' 2 - 89 . • • 0 0 0 0 . n 6 6 condition•and Lessee has no knowledge of any defect therein with respect to design, manufacture, condition or in any other respect. 8. That no Event of Default or Incipient Event of Default has occurred under the Lease. IN WITNESS WIUMAEOP, Lessee has caused this Supplemental Officer's Certificate to be duly executed and delivered by one of its officers thereunto duly authorized this day of November, 1989. 7029L * • THE GREYHOUND CORPORATION Name Printed: Title: Date: 6 It'r- • ar: • SDNY GM_02754555 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241477 EFTA01261366 IS . ,,v2,104 kagike Art 5 la lifeN 5% a la; - n t --.."“ . 4 n." a • • . " T•eirol'a SDNY GM_02754556 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241478 EFTA01261367 -75A AIRCRAFT REGISTRY CRHIRA NO. 3 DATE: 12 - 2 - 89 • 0 0 0 0 0 00 n6 63 /-(7 Gulfetream • GIV Aircraft AMENDED ANNEX I TO SCHEDULE TO LEASE DATED AS OF DECEMDCR 29, 1988 BETWEEN THE GREYHOUND CORPORATION AND BA LEASING 6 CAPITAL CORPORATION 4 RENTAL PAYMENTS AND BAIAXXXI PAYMENT Rental Rental Payment Payment Payment . Balloon Number Rats hasagni_ Zumant 0 1 0 06/29/89 $1,270,161.43 2 05/27/90 $1,562,451.01 3 11/27/90 $1,562,451.01 4 05/27/91 $1,562,451.01 5 11/27/91 $1,562,451.01 6 05/27/92 $1,562,451.01 7 11/27/92 $1,562,451.01 8 05/27/93 $1,562,451.01 s 11/27/93 $1,562,451.01 30 05/27/94 $1,562,451.01 11 11/27/94 $1,562,451.01 12 65/27/95 . - 61,562,451.01 13 .11/27/95 $1,562,451.01 14 05/27/96 $1,562,451.01 15 11/27/96 $11 562,451.01 $13,742,451.50 • • 7029L J.: 1C.1;'‘ k • tfralle...." vrneW eilitrAtots SDNY G04_02754557 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241479 EFTA01261368 SDNY_GM_02754558 . . - :FAA AIRCRAFT REGIS' RY CAMERA 50, 3. DATE: 12 - 2 - 89 114C., :Aa ti242611 . - SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00241480 EFTA01261369 -104A AlSCSAY7 ISG1STRT LAPJAA NO, 3 DATE: 12 - 2 - 89 000'0 f) 0 0 0 6 6 4 EXHIBIT E. TO LEASE DATED AS OF DECEMBER 29, 1988 BETWEEN THE GREYHOUND CORPORATION AND BA LEASING & CAPITAL CORPORATION Date: PROMISSORY NOT FOR--VALUE RECEIVED, THE GREYHOUND CORPORATION, an Arizona corporation, ("Bakers), hereby promises to pay to BA LEASING i CAPITAL CORPORATION,' a Ca)ifornia corporation ('Payee"), or order ("Holder'), et P.O. Box 37073, San Francisco, California 94137, Attn: Accounts Receivable Dept. 5810, or at, such other place as Holder hereof may from time to time designate in writing, the principal sum of [Balance Due as of the date hereof under the Lease], (the 'INDEBTEDNESS'), together with interest from the date hereof on the unpaid principal balance as hereafter provided, plus all . costs and expenses payable hereunder. This Note is delivered in accordance with the Schedule to that certain Lease dated as of December 29; 1988 between Maker and Payee. Terms not otherwise defined herein shall have the meanings giveh them in the cease. 1.0 Interest on the outstanding unpaid principal balance of the INDEBTEDNESS shall accrue at a rat, equal to [9.87342 per year, subject to adjustment as provided in Paragraph I of the Schedule to the Lease) (the 'Interest Rate'), compounded semi-annually. 2.0 Principal and interest payments, in the aggregate, shall be paid on the dates and in the amount set' forth in Attachment I attached hereto and incorporated herein by reference, provided, however, that: (a) the payments set forth in Attachment I are subject to revision pursuant to the terms of Paragraph 1 of the Schedule to the Lease, and (b) Maker shall not be obligated to make payments indicated on Attachment I to the extent Maker had previously made such payments under the Lease. - 3.0 All payments that are due on a Saturday, Sunday or a holiday shall be deemed payable on the'next business day of Holder. 4.0 All payments hereunder shall be applied first to costs and fees owing hereunder, second to the payment of late charges, third, to payment of accrued interest and next to the payment of principal. All principal and interest due hereunder is payable-in lawful money of the United States of America. 5.4 Maker shall have no right to prepay this Note. 70291, ,,e4iiitIrtem„ --• , -a." sta",.•:ffliglp. • • Maw:. c-,.......,...a arwon. ".." . . S . . SLhCda4 Orig‘ST SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241481 EFTA01261370 FAA AIRCRAFT REGISTRY CAMERA NO. 3 DATE: 12 - 2 - 89 SDNY_GM_02754560 r/. ISI1-8D877:"' ' ort gs81.88,:ty,.1 wr . : r : , Dri; - t• ":8bcce8 : gab L.Iter:4;” orb SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241482 EFTA01261371 [ PeA A1PGPAFT REGISTRY • ' CAMERA NO. 3 DATE: 12 - 2 - 8§ 4 L 0 0 0 0 p 0 0 fl 6 6 S q 6.0 Time is of the essence and upon the occurrence or happening of any of the following events (an 'Event of Defaults), Maker shall be in default under the terms hereof: Failure by Maker to pay promptly as and when interest, costs or expenses payable under failure continues for five days; Maker defaults under any other promissory agreement or other document or agreement Payee or any of its affiliated companies; 6.1 due any principal, this Note and such 6.2 note, lease, loan between Maker and 6.3 Any event of default under (a) any one or more guaranties of Maker or any of its subsidiaries or (b) any one or more other agreements involving the borrowing of money or the advance of credit to which Maker or any•of its subsidiaries may be a party, the principal amount of which exceed $15,000,OC0 in the aggregate,.if such default gives to the holder of the obligation concerned the right to accelerate the indebtedness or if such default consists of the nonpayment of principal or interest when due: 6.4 .Maker or any of its Principal Subsidiaries (as defined below) shall make an assignment for the benefit of creditors, or shall admit in writing its inability to pay its debts as they become due, or shall commence a voluntary case under any applicable bankruptcy, insolvency, or other similar law now or hereafter in effect, or shall file any petition or answer seeking for itself any reorganization, arrangement, composition, readjustbent, liquidation, dissolution, order for relief or similar relief under any present or future statute, law or 'regulation, or shall file any answer admitting or not contesting the material allegations of .a petition filed against Maker or such Principal Subsidiary in any such proceeding, or shall seek or consent to or acquiesce in the appointment of any trustee, receiver or liquidator of Maker or such Principal sudsidiary or of all or any substantial part of the properties of Maker or such Principal Subsidiary, or if Maker or such Principal Subsidiary shall take any action looking to the dissolution or liquidation of Maker or such Principal Subsidiary or a Court having jurisdiction in the premises shall enter a decree qr order for relief in respect of Maker or such Principal Subsidiary in an involuntary case under federal bankruptcy laws as. now or hereafter in effect or any proceeding shall be instituted by or against Maker or any Principal Subsidiary seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry or an order for relief or the appointment of a receiver, trustee, or other similar official for it or for any substantial part of • e l; E. 0,""7 r m ..r 0 41 4, y. . A C, • ,1 45: •>.•- e e.,.:4-0,7d ar`: • SDNY GM_02754561 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241483 EFTA01261372 SONY Gc4_0275462--- . SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00241484 EFTA01261373 L .......___ .IIIIIII[ .PAA AIRCRAFT REGISTRY CAMERA NO. 3 DATE: 12 - 2 - /3 c 0.0 0 o o 0 6 6 6 its property, and if instituted against Maker or such Principal Subsidiary, remains undismissed and unstayed for a period of 60 (sixty) days; or Maker or any of its Principal Subsidiaries shall take any corporate action to authorize any of the actions set forth above in this Section; 6.5 Any Reportable Event under Title IV of The Employee Income Security Act of 1976, as amended (NERISA'); or any other fact or circumstance, which Holder determines in good faith constitutes grounds for•the termination of any pension plan as to which Maker has any liability ("Plan") of Maker by the Pension Benefit Guaranty Corporation or for the appointment - by an appropriate:United States District Court of.a trustee to administer any such Plan, should occur and should continue for any thirty (30) days after written notice of such determination shall have been given to Maker by Holder, or any Plan of Maker should be terminated within the meaning of ERISA or a trustee should be appointed by the appropriate United States District Court to administer any Plan of Maker, or the Pension Benefit 'Guaranty Corporation should institute proceedtimgr to terminate any Plan of Maker or to appoint a trustee to administer any such Plan and, upon the occurrence of any of the foregoing, the. aggregate amount. of Maker's vested unfunded liability under all such Plans exceeds $25,000,000 and such liability is not covered by insurance; 6.6 A default by Maker occurs permitting acceleration under the Amended and Restated Loan Agreement, dated October 1, 1987, as it may be amended from time to time, among Maker, Bank of America National Trust and Savings Association '("Bank") as agent, and certain lenders ('Lenders"), as long as it exists (the "Loan Facility'): and after it ceases to exist, a default occurs permitting acceleration under the term credit facility containing the most restrictive financial covenants in which Bank is a participant; or 6.7 If Bank is not a participant in any credit facility for Maker, Maker fails to comply with the financial • covenants in the last credit facility for Maker in which Bark • was a participant. For purposes of this Section 6, the following terms shall have the following meanings: 'Principal Subsidiary' as used herein shall mean (i-) a Restricted Subsidiary or (ii) a directly owned subsidiary at Maker (other than a Restricted Subsidiary) in which Maker has an aggregate investment of at least $10,000,000; in each cate except Pine Top Ihsurance Company and Pine Top Insurance Company Limited. , • 7O29L • o • - SDNY GOA_02754563 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 0024)485 EFTA01261374 FAA AIRCRAFT REGISTRY CAMERA MO. 3 DATE: 12 - 2 -.89 / • SONY GM 02754564 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241486 EFTA01261375 • 'Subsidiary' means any corporation of which at the time of determination Maker-and/or one or more Subsidiaries of Maker owns or controls directly or indirectly more than 50% of the shares of voting stock.. J./ 'Unstricted Subsidiary' means (i) any Subsidiary of Maker which is not as of the date hereof consolidated in the published financial statements of Maker in accordance with generally accepted accounting principals and (ii) any other Subsidiary of Maker acquired after the drte hereof which has been designated by resolution of the Board of Directors or Executive Committe of Maker as an Unrestricted Subsidiary (provided that Maker could have, prior to the adoption of Statement of Financial Accounting Standards No. 94 (October 1987) of the Financial Accounting Standards Board of the Financial Accounting Foundation, treated such Subsidiary as an unconsolidated Subsidiary in its published financial statements in accordance with generally accepted accounting principles), in each case unless and until any of the Subsidiaries referred to in the foregoing clauses (i) and (ii) shall be designated by resolution of the Board of Directors or Executive Committee of Maker as a Restricted Subsidiary. 7.0 Upon the occurrence of any Event of Default thereunder, or at any time thereafter, the entire principal balance of the INDEBTEDNESS, irrespective of the maturity date • specified herein, together with accrued and unpaid interest thereon and other charges payable hereunder shall, at the election of Holder, and without notice of such election, become immediately due and payable. • 8.0 Upon the occurrence of any Event of Default, all costs of collection, including, but not limited to, reasonable attorneys' fees. (whether or not suit is required and on appeal and in any bankruptcy case or proceeding) and all expenses . incurred in connection with the protection of, or realization on, the security for this Note, may be added to the principal balance of the INDEBTEDNESS hereunder, and shall accrue interest at the rate provided herein. • 9.0 Maker covenants and agrees that -in the event Maker shall grant a security interest, mortgage, deed of Wast, lien, charge or encumbrance of any kind on any of its pro rty, real 'Sr personal, tangible or intangible to the Lenders under the Loan Facility (with respect to indebtedness under the Loan Facility), Maker shall at the same time grant to payee a security interest in such property, and such security interest shall: (a) have the semi- priority in such property as the other Lenders under the Loan Facililty and (b) grant Lessor a share in the liquidation proceeds in the proportion that the then outstanding principal amount under this Note bears to the principal amount outstanding under the Loan Facility. SDhiY_CIA 02754588- ' SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241487 EFTA01261376 . . _ SONY GM_0275466F SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241488 EFTA01261377 i s1 • LI.ni1EVART. IPT3 REGISTRY - 2 - 89 • ♦ 0 0000 00 0 6 6 II - 10.0 If Maker shall fail to pay any principal, interest, costs or expenses payable hereunder promptly on the due date thereof or upon the occurrence of an Event of Default or upon the maturity hereof (by acceleration or otherwise), the' entire unpaid principal sum of the_ INDEBTEDNESS, together with all costs and expenses payable hereunder, at the option of Holder, shall bear interest, from the date of'occurrence of such Event of Default or maturity and after judgment and until collection, at the 'Default Rate,' such rate being the lesser of the highest interest rate permitted by -law or one percent (1%) per annum over the Interest Rate. The Default Rate, when and if applicable, shall be due and payable immediately to Holder without notice or demand. 11.0 Maker agrees.that.in the event Maker of this Note shall fail to pay any principal, interest, costs or expenses payable hereunder promptly on the due date thereof, or upon the occurrence of an Event of Default, Holder will incur additional expense in collecting the INDEBTEDNESS evidenced by this Note and will suffer damage and loss resulting from such Event of Default. Maker agrees that in such event Holder shall be entitled to damages for the detriment caused thereby, which damages are extremely difficult and impractical to ascertain. Therefore, Maker agrees that the Default Rate (as applied to the unpaid principal balance, accrued interest and costs and expenses incurred) is a reasonable estimate of such damages to Holder, and Maker agrees to pay such sum to Holder upon demand. 12.0 Any delay or omission on the part of Holder in exercising any right hereunder, or under loan, lease, security agreement or assignment agreement, guaranty or any other document or agreement (collectively, the 'Collateral Agreements') shall not operate as a waiver of such right, or of any other right. No single or partial exercise of any right or remedy hereunder or under the Collateral Agreements or any other document or agreement shall preclude other or further exercises thereof, or the exercise of any other right or remedy. The acceptance of payment of any sum payable hereunder, or part thereof, after the due date of such payment, shall not be a waiver of Holder's right to either require prompt payment when due of all other sums payable hereunder or to declare ah Event of Default for failure to make prompt or complete payment. 13.0 Maker and all endorsers, guarantors and sureties -hereof jointly and severally waive presentment, protest, notice of protest, notice of dishonor, diligence in collection. 14.0 Maker and all endorsers, guarantors and sureties consent tot (a) any-renewal, extension or modification (whether one or more) of the terms of the Collateral Agreements, including, without limitation, this Note, and any other document or instrument executed in connection therewith, 70291, SDKIY_dM 02754587 741 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241489 EFTA01261378 I • FAA AIRCRAFT REGISTRY CAMERA NO. 3 DATE: It - 2 - 89 . - - SDNY_GM_02754568 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00241490 EFTA01261379 lir - 11:;%!!IFTiOni ; u glier 12 - 2 - 89 W••• la r.•1•In .., t. • 0 0 0 0 0 0 nn 6 6 9 °1-7 including, without limitation, the terms or time of payment under this Note; (b) the release or surrender, exchange or substitution of all or any part of the security, whether real or personal, or direct or. indirect, for the payment hereof or the failure to perfect properly or continue in effect any real or personal property security interest; (c) the granting of any other indulgences to Maker or guarantor(s); and (d) the taking or releasing of other or additional parties primarily or contingently liable hereunder. Any such renewal, extension, modification, release, surrender, exchange or substitution maybe made without notice to Maker or to any endorser, guarantor or surety hereof, and without affecting the liability of said parties hereunder. 15.0 If this Note is now, or hereinafter shall be, signed by more than one party or person, it shall be the joint and several obligation of such parties or persons (including, without limitation, all makers, partners, endorsers, guarantors and sureties), and shall be binding upon such parties and upon their respective successors and assigns. 16.0 Whenever 'Holder' is referred to in this Note,„ such reference shall be deemed to include the successors and assigns of BA Leasing 6, Capital Corporation, including, without limitation, any subsequent assignee or holder of this Note. All covenants, provisions and agreements by or on behalf of Maker, and on behalf of any makers, endorsers, guarantors and sureties hereof which are contained herein, shall inure to the benefit of the successors and assigns of Holder. 17.0 It is the intention of Maker and Holder to conform strictly to the Interest Law, as defined .below, if applicable to this Note. Accordingly, it is agreed that notwithstanding any provision to the contrary in this Note, or in any of the documents securing payment hereof or otherwise relating hereto, the aggregate of all interest and any other charges or consideration constituting interest under applicable Interest Law that is taken, reserved, contracted for, charged or received under this Note, or under any of the other aforeissid agreements or otherwise in connection with this loan transaction, shall under no circumstances exceed the maximum amount of interest allowed by the Interest Law applicable to this loan transaction. If any excess of interest in such respect is provided for, in this Note, or in an the documents securing payment hereof or otherwise rel ing hereto, then, in such event: 17.1 The provisions of this paragraph 17 shall govern and control: 17.2 Neither Maker nor Maker's heirs, legal representatives, successors or assigns shall be obligated to pay the amount of such interest to the extent that it is in 7029L • 411111,11.146mati-- . _ §DINIY Sit .02754589 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00241491 EFTA01261380 ;e0,11,1;;••:;,: ON: • I ,:y : • 1 porses - • SDNY GM_02754570 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241492 EFTA01261381 •FAA AIRCRAFT REGISTRY CAMERA NO. 3 DATE: 12 - 2 - 89 ../ 0 0 0 0 0 0 0 0 5 7 0 excess of the maximum amount of interest allowed by the Interest Law applicable to this settlement; 17.3 Any interest paid in excess of 'tne maximup interest permissible under law shall be deemed cancelled automatically and, if theretofore paid, shall be credited to principal on this Note by Holder; • )17.4 Or, if this Note shall have been paid in full, refunded to Maker; and - • 17.5 The effective rate of interest shall be automatically subject to reduction to the Maximum Legal Rate of Interest (as defined below), allowed under such Interest Law, as now or hereafter construed by courts of appropriate jurisdiction. To the extent permitted by the Interest Law applicable to this Note, all sums paid or agreed to be paid to Holder for the use, forbearance or detention of the indebtedness evidenced hereby shall be amortized, prorated, allocated and spread throughout the full term of this Note. For purposes of this Note, 'Interest Law' shall mean any present or future law of the State of California, the United States of America, or any other jurisdiction which has application to the interest and other charges under this Note. The 'Maximum Legal Rate of Interest' shall mean the maximum rate of interest that Holder may from time to time charge and collect from Maker, and under which Maker would have no claim or defense of usury under the Interest Law. 18.0 Maker agrees to pay upon demand all costs and expenses, including 'attorneys' fees (whether or not suit is required, on appeal, or in any post judgment proceedings or bankruptcy case or proceeding), incurred by Holder of this Note to enforce the terms hereof. 19.0 This Note pay not.be changed, modified, amended or terminated orally, bsS only in writing executed by Holder. 20.0' This. Note shall be construed under and governed by the laws of the State of California. 21.0 Maker irrevocably and unconditionally submits to the jurisdiction of the Superior Court of the State of California for the County of San Francisco or the United States District Court of the Northern District of California, as • Holder hereof may deem appropriate, or, if required, the Municipal Court of the State of California for the County of San Francisco, in connection with any legal action or proceeding arising out of or relating to this Note. Maker also 70291. ; •;r3; • SDNY GA4_02754571 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 te EFTA 00241493 EFTA01261382 Finins I • ?AA AIFCRATT RICISTIT CAMERA MO. . 3.' DATE t 12 -'2 - 89- , wassnnn."..m......... .. . .- 9-9- ..• tfr ti."7..7C• .`t . , • - V . , • : cr:1 - - : • c ,440,40,41/4 • ?- :Ncibtatitgct! SoNY_G-M_02754572 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00241494 EFTA01261383 waives any objection regarding personal or in rem jurisdiction or venue. MAKER: LiPaggiolu: s . . SONY GM_02754573 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241495 EFTA01261384 • !AA' AIRCRAFT REGISTRY • CAMERA NOII, 3 DATE: 12 •• 2 - 89 a erm"nrP H. .S• - SDNY_GM_02754574 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00241496 EFTA01261385 .FAA AIRCRAFT REGISTRY CAM0RA $0. 1 DATE: 12 - 2 - 89 0 0 0 0 /7 g II 6 7 2 ATTACHMENT I TO PROMISSORY NOTE DATED AS OF 19 BETWEEN THE GREYHOUND CORPORATION AND BA LEASING 6 CAPITAL CORPORATION . • LOAN PAYMENTS AND BALLOON PAYMENT 2 • Loan Payment el 'Payment Number S&P__ 1 06/29/89 2 05/27/90 3 11/27/90 4 05/27/91 5 11/27/91 6 .05/27/92 7 '11/27/92 8 05/27/93 9 11/27/93 10 "0, 05/27/94 11 • 11/27/94 12 05/27/95 13 11/27/95 14 05/27/96 15 11/27/96 7029L 44 1);!fl -010 • - - - - - Loan Payment Balloon Amount EAYMADI $1,270,161.43 $1,562,451.01 $1,562,451.01 $1,562,451.01 $1,562,451.01 $1,562,451.01 $1,562,451.01 $1,562,451.01 $1,562,451.01 $1,562,451.01 $1,562,451.01 $1,562,451.01 $1,562,451.01 $1,562,451.01 $1,562,451.01 $13,742,451.50 §Dnina4:02754515 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241497 EFTA01261386 [ 'AA WAR...Ft ar;:sua CATER... K. I DATE: 12 - 2 - B9 • _A/SEP4.21aii • INpsaitalat SDNY_GM_02754576 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241495 EFTA01261387 I FAA AIRCRAFT REGISTRY CAMERA NO. I DATE: g _ 30 _ 89 • . . „ e ‘ r s _ 4 4 1 9 AIR ?a NV 0 US Department . Of Transportation Foclarail ArIatiOrs Administration - ASSIGNMENT OF SPECIAL REGISTRATION NUMBERS SgeosI Rapstraton Nu•-•, ,. N 8808 *omit Moat Pod Modal SOLFSTREAM AEROSPACE 6—yr ,,,,,,, otems..; c-, N. — - il 44908 WWI Romps 1085 -` ' 3980115 .. • EA'LEASIRG AND CAPITAL CORPORATION TWO • EMBARCADERO. CENTER 10th Floor' SAN.FRANCISCO CA 94111 • . . . - • issue Dm SINE 28F 1989 '1'1, 4 is vt., evINIri:y to champs Os Damps statera944Uon ',lent.' on "r Poore ducibH treat,: uk ihtszecial n$itra iteueb• On • . .. - Cant/ cogei=:• of Out fem. •-• tot so:aft Eci SAS aNs cool olSoler"," esti.at as t-NrIm AnItoSir to corn Ow pent t pelting *myt of urns, owed ;mei of tafurp000• Otosio a noised Mb of Wrowtt Told nom you. mom" Flynt Soodasla I alefollso. neirnamrinosuotrettan 12.1688 ..-.; - • Fs Alsistlasea 11•• •-• : 7: .L. Too vraoshIPost <310h:ono+ Sod caterrY STANDARD SIGN AND RETURN TM! ORIGINAL of Wafers tot. FAA Necradt Registry. sit in 5 days after Otero Ira oaroal mosparion numbs, on the ailpitt. A mast otepiLmo Fill Ilan pelmet Unless tit otalwegy I. end erd tnIs once to notait . Ina cithstity to, vie of me swat numbs,. va n ava! 28, 1990 ... . CERTiFICATION-- I wall that the eniialf•eirgrelien number was rant on the neat, clewrittel Orrot .'ref 64.: . A v.." RETURN POMO TO FAA ArcaiRoorry PO Au 2553o Ronan CC/. Oelelnal 73, 25 -tin TAM of Osne• Ce--i.aa P.;:- i-- - -4 .2° Dote Macedon A•oInf a August 8, 1989. : ' • 411 THIS POINT FOR FAA USE ONLY f 1-E•1 1,472 tn i tl ' ' e ‘ . or 'so r Amiss • ... , I,pt - . ( ,....,... • co„„ar c,...,E Acres am..pvtol • SDNY_GM_02754577 • SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00241499 EFTA01261388 --- FAA AIRCRAFT REGISTEI CAMERA R0. I DATE: _ 30_ 89 :SPAci 1•O17;•;- r:••" VI -1 . . i **: . si • - nit • . ' . • ., ---- "•: —="1- , two tat ; 12 E. c.> -. . -• = aG a ti -77 _J 0 • Cr- = le 0 ars 't'• • . r.i.12:"Yingt±m . , • • JUL 05 1989 _.year :" • SDNY GM_02754578 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 1 EFTA_00241500 EFTA01261389 C FAA AIRCRAFT REGISTRY CAMERA NO. I DATE:. -2_ 30_ 89 THEGREYHOUNDCORPORATION Gmolcundiower Nuenadmveu MOT, 2494000 AU6 23.1989 March 14, 1989 Federal Aviation Administration Aircraft Registry P. O. Box 25504 Oklahoma City, OK 73125 Attention: AVN 453 Enclosed is our check in the amount of $20.00 to transfer registration number N88GA from Grumman G-1159 serial number 217 to Gulfstream Aerospace GEV serial %number 1085 (currently assigned registration number N449GA). Please also assign a new registration number to Grumman G-1159 serial number 217. Enclosure 9 tp cerely, Katherine Behr, CLA nt 1:44 P11 4278 c, 20.00 SPCA 0 .255 A 03/17/89 WO" • • '4w! e. • 4 . SCW_GOL02754579 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 0(1241501 EFTA01261390 FAA AIRCRAFT REGISTRY CAMERA NO. I DATE: S _ 30 89 SDNY_GM_02754580 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00241502 EFTA01261391 nikItt 2 I. 89 • RYYPPPACIVID MEI in 212I69 on winsof a extbinsirt orYwaNcethar ale Slaw remetflItia aOkallarapateureas comer- AWAIT REGIMPATION APPUCATION " • • CER I. DATE , 4 7-V : V 21 189 UNITED STATE' RECIISTRATON MAMA N 449GA AROMA IMMLIFACTUREA 4 .co. Gulf stream Aerospace G-IV AWAIT fialil He loss FOR FAA USE ONLY rat or reGCRIATION (Cheek can bra; 0 i reward cz Rstrisroos IS a Cosooko O 4 . Ceara O &Gott 0 A AelneLeluelle COIX910% -arda OF ~Mt fAsno eon en mem el onwiNA I1 oda* at OS IN, mom. Ns Nom AA alai MICELI BA LEASING 8 CAPITAL CORPORATION (Successor by merger to B.A. Leasing. Corporation) row..... .....we I415] 622-6280 • ---erg .carsb soda. lea ,,,,, d , a•, Two Embarcadero Center Moe c P13 Dor Sah Francisco STATX California ZIP WOE 94111 0 Oat= HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTIMIONI Red 11 fa/owing nate/A:AI beton sIonIng this AnaleCnIOn. A Ye titeclearea seer to we genb a ea tease me. to ran. tt .... 1w... by cm earrer Inneenamo ../10/0.1ne • SC Welt QUM:CAPON wecww.y: ell new erne $ anesio A. swum on/AAA +o .... ....me capnatel el ea Lest ea Ilre wry ors re Ase A ...a L 21ICI2EAL tallnlAIL • 0 I 0 uno.emme swam Sas crows tea p •Al mew nem a twee ow Aweeer And in me uses Oda Rea* a apt east ay embalm a Incecelles Di to ea wenn it as meace••• ea Oa en el err %nap stem r 0 Ass '077 heel la di rues. 119f a raw! arnica maga Um wane *AI Pr - 41g a _ ggfg tau TIRE Vice President CIATI 12/31/88 SOH • MLA 1 • an PAIMANRE mu . . DATE salt Penne areal ells Calaalre of Area tatalnika. the aeon flans A. • porve rat a sass 44 03 clea. Aar" et° ear Pa Pm( trey el re soeseniee ma la cartel et ea air oat AL tiAtu MI ii.03. tallA0040.1tall Orr_ 01.29 0/-46 -- • - . - . _ SONY GM 02754581 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10,-15-, and 17 EFTA_00241503 EFTA01261392 • v.10‘174 • et • , at • — • -6.'• klib:V140.g Nd 'a 11. 9 AdISIC2: - :_VV!HUM 037rd 30089k3AN60 -4 -7 Zr1‘1/ ..• SDNY GM 02754582 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241564 EFTA01261393 • . =, f' ' 'OSEPaillion'' OP TRANSPORTATION ..' • minim. AVIATION Anuoarruncor CROSSREPERENCE-BECORDATION sea COWMAN= PPR ram OPT, . lids karts ta te ad ka owe. oboe • am aim amen anal aroma dad ova., popalla• ar koala.. Ma MOW of ads kaa ...16 di .coda aanaaror d • copy a wit @bath fader arsohal • /0 4. -.:, • : DM racy® P - )111 FROM .. • - • ocacamecr NO. • PO OR ASTIONED TO /-g:;.'' '.'Z .19 6' .-0.4J Ian RECORD® /-...1 7 -17 f, THE LUSWINC COLLATPHAL IS iCOVIIMIDD ST THE CONVETANCIL AMMO,. =a P. RV** sexim) 1 TOTAL man cream= / ENCECES I Tom Nola= MOLVED ....7-, purr.O1 MI. /6 )4/ ,e,v,.. 7)7IC.4//-P NO. /6).1. 1.., PROPELLERS i rar.u. mama mvoLvzo DUERR SERIAL sa3. MBE PARTS -LOCATIONS .Fre.... morn ommvro LOGTION RPCORoto ccsawruarcro.sang. 7) 4/../ 9 Q itf i lY,44_,A, 6 ,,,..„ &i ...,t.,4.14.,,..e_,. , .. iv SDNY_GM_02754583 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241505 EFTA01261394 SDNY_GM_02754584 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241506 EFTA01261395 SDKW CM:627545e SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241507 EFTA01261396 - • _ SDNVGM:02754686- SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241508 EFTA01261397 K' • 0 0 0 4 0 0 -0 O 6 1 6 Table of•Contents Parties 1 Introduction 1 1 Procurement, Delivory.and Acceptance 1 2. Term, Rent and Payment 4 .7.. 3. Warranties 5 4. Possession, Use and Maintenance' 6 5. General Tax Indemnity 7 6. Risk of Loss; Waiver and Indemnity 8. 7. Insurance 10 8. Default 11 9. Return of Aircraft 15 10. Assignment . 15 11. Ownership, Grant of Security Interest. and Further Assurances 16 12. Late Payments 16 13. Effect of Waiver 16 14." Survival of Covenants 17 15. Applicable Law 17 16. Effect and Modification of Lease 17 17. Financial Information: Other Reports 18 18. Notices 18 19. Counterparts 19 20. Truth in Leasing 19 Schedule A. Description of Aircraft. ' B. Purchase Price. C.' Rental. D. Interest on Late Payments. E. Location. F. Rates. G. Early Termination. H. Purchase Provision. Annex I • Exhibit A. Form of Purchase Agreement Assignment (Section 1.1) Exhibit B. Form of Bill of Sale (Section 1.2(a)) Exhibit C. Form of Acceptance Certificate (Section 1.2(b)) Exhibit D. Form of Opinion of Lessee. Counsel (Section 1.2(d)). Exhibit E‘. Fora of Supplemental Certificate (Section 1.3(a)) Exhibit F. Return Condition 5404L fl - SDNY_GM_02754587 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241509 EFTA01261398 SDNYMM 02754588 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002415 10 EFTA01261399 Ak - 0000. 00006 1 7 Index to Certain Definitions Acceptance Certificate - see Section 1.2(b) Avionics - see Schedule Paragraph A Aircraft Rent - see Schedule Paragraph C Aircraft - see Introduction B.A. Leasing - see Parties Balance Due - see Section 6.1 Balloon Payment - see Schedule Paragraph H Bill of Sale - see Section 1.2(a) Business Day - see Schedule Paragraph C Casualty Occurrence - see Section 6.1 Casualty Recoveries - see Section 6.1 Delivery Date - see Section 1.1 Event of Default - see Section 8.1 ERISA - see Section 8.1(i) Implicit Rate - See Schedule Paragraph P. Impositions - see Section 5.1 Incipient Default - see Section 1.2(c) ...initial Purchase Price - see Schedule Paragraph B Lease - pee Parties Lessee - see Parties Lessor - see Section 1.1 Purchase Price - see Schedule Paragraph B Sales Period - see Schedule Paragraph H Schedule - see Introduction Supplemental Balloon Amount - see Schedule Paragraph C Supplemental Interest Rate - see Schedule Paragraph F Supplemental Rental Payment Amount - see Schedule Paragraph C Supplemental Purchase Price - see. Section 1.3(a) Term - See Section 2.1 • Termination Date - see Schedule Paragraph G Termination Value - see Schedule Paragraph G -11- 54O4L SDNY_GNL02754589 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241511 EFTA01261400 "•-- . §DfsiV=G14:027545§0 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241512 EFTA01261401 mkprAEGIEIGL--- i+1 11Po. Z amtaltt: 2 - 0 47 4 0 0 0 6 0 "0 0 0 6 1 8 ce LIME Uzg 599 s -8/ This LEASE ('Leese') dated as of December 29, 1988s is between THE GREYHOUND CORPORATION, an Arizona corppraticW (" •), with its principal office at Greyhound Tower' Phoenix, Arizona 85077, and B.A. LEASING c0 ON, a Delaware corporation ('Lessor'), with its prilfEEP8132it,flii business at Two Embarcadero Center, San Francisco, California 94111. 1:RAL Lessor agrees to acquire and lease to Cassel end:Lessee agrees to hire from Lessor certain personal property ZS/ 'Aircraft') described in the Schedule (the 'Schedule') attached hereto and made'a part hereof, upon the terms and conditions hereinafter set forth: Section 10 Procurement. Delivery and Acceptance 1.1 Aircraft. Lessee has ordered the Aircraft pursuant to a purchase order or other contract of sale ('Purchase Agreement') from a vendor ('Vendor'). Prior to the earlier of the time that title to the Aircraft has been transferred by Vendor or the 'Delivery Date' (as hereinafter defined) Lessee shall assign to Lessor all the right, title and interest of Lessee in and to the Purchase Agreement by execution and delivery to Lessor of a Purchase Agreement' Assignment substantially in the form of Exhibit A hereto. The Delivery Date of the Aircraft shall be the date on which the Aircraft is received by Lessee. Lessor agrees to accept the assignment and, subject to the conditions of Section 1.2, assume the obligations of Lessee under the Purchase Agreement to purchase and pay for the Aircraft, but no other duties or obligations of Lessee thereunder: provided, however, that Lessee shall remain liable to Vendor in respect of its duties and obligations in accordance with- the Purchase Agreement other than payment of the purchase'price to the extent actually paid by Lessor. Lessee represents and warrants in connection with the assignment of any Purchase Agreement that (a) Lessee has the right to assign the Purchase Agreement asset forth hermit, (b) the right, title and interest of Lessee in the Purchase Agreement so assigned shall 'be free from all claims, liens, security interests and encumbrances, (c) Leisee will warrant and defend the assignment against lawful claims and demands of all persons and (d) the Purchase Agreement contains no 5404L • SDNY GM_02784591 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002415B EFTA01261402 • SIDIsIVGM 02754592 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241514 EFTA01261403 :Jo ; AZIATET't / - 3-- 7? 0 0 0 d 0 0 0 0 6 1 9 conditions under which Vendor may reclaim title to the Aircraft after, delivery, acceptance and payment therefor. 2.2 The obligation of lessor to pay for the Aircraft is • subject to the following conditions, which Conditions must be met on the Delivery Date, but no later than December 29, 1988 (unless Lessor agrees to another date with respect to any given 'condition) in form and substance satisfactory to Lessor: (a) Upon payment of the Initial Purchase Price, the Vendor shall execute and deliver to Lessor a bill of sale (the 'Bill of Sale') with respect to the Aircraft to be sold by it to Lessor on the Delivery Date in the form of Exhibit 5 hereto; (b) Lessee shall have accepted the Aircraft by delivering an acceptance certificate (the 'Acceptance Certificate') in the form of Exhibit C hereto whereupon.(i) the Aircraft shall immediately become subject to and- governed by all the provisions of this lease and (ii) Lessee shall be deemed by delivering the Acceptance Certificate to have reaffirmed each of its representations and warranties set forth in Section 1.4 hereof; (c) There shall e&ist no Event of Default (as hereinafter defined), or any condition, event or act, which with notice or lapse of time or both, would become an El/wit of Default (an 'Incipient Default'), which has not been remedied or waived; (d) Lessor shall have received an opinion of legal counsel acceptable to lessor substantially in the foils of Exhibit P hereto; • (e) Lessor shall have received a certificate of the Secretary or an Assistant Secretary of Lessee as to resolutions of its Board of Directors (or other evidence satisfactory to Lessor of the due authorization by it of the transaction evidenced by this lease and any related documents to which it is a party), its corporate charter and bylaws, copies of all of which shall be attached to such certificate and certified as true and correct, all evidencing its corporate authority to enter into and perform its obligations under this Lease and any related documents to which it is a party; (f) Lessor shall have received a certificate as to the incumbency of the person or persons authorized to execute and deliver this Lease and any othar agreements or documents required her der on banal! of Lessee, including the signatures of su rsons; 5404L SDNY GM_02754593 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241515 EFTA01261404 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0024 15 16 EFTA01261405 • _3. ''''"efoCIFCIF..nscc4;•,01,aSra . S- ,77 00 0000006 2 0 (g) Lessor shall have received certificates of insurance, loss payable endorsements, oz other evidence acceptable to Lessor that Lessee has complied with the provisions of Section 7 of this Lease; (h) Lessor shall have received evidence that all documents have been filed with the FAA and in all jurisdictions necessary to properly perfect Lessor's bitterest in the Aircraft; (i) Lessor shall have received evidence that the Aircraft is free and clear of all claims, liens, security interests and encumbrances: and (j) Lessor shall have received such other documents as may be reasonably requested by Lessor. If any of the foregoing conditions have not been met, or •ze waived by Lessor, with respect to the Aircraft on or prior to the Delivery Date, Lessor will not have any obligation to Lessee to pay the Purchase Price for the Aircraft. 1.3 Avionics and Dee Tag. At one time on or before August 31, 1989, Lessor shall reimburse Lessee for the sum of (a) the cost of the Avionics (as defined in the Schedule), provided the cost does not exceed 83,200,000, and (b) the amount of any use taxes paid by Lessee in respect of the Aircraft to Arizona, three business days after the receipt by Lessor of all the following: (a) A Certificate of Lessee in the form of Exhibit E: and (b) Evidence satisfactory to Lessor that Lessee has made the payments fur which it is requesting reimbursement. The sum of the cost of the Avionics and the use taxes payable to Arizona is hereinafter referred to as the °Supplemental Purchase Price.° 1.4 Lessee represents, warrants an^ covenants with and to Lessor with respect to the Aircraft that (a) to the best of Lessee's knowledge, the Purchase Price of the Aircraft is equal to or less than the fair market value of the Aircraft at the time of the sale; (b) Lessee is a corporation duly organized and validly existing under the laws of Arizona; (c) Lessee is duly qualified and in good standing in Arizona and in each other jurisdiction where the failure so to qualify would materially and adversely affect its business, assets, financial condition, operations or prospects; (d) lessee has corporate power and authority to enter into and perform its obligations 5404L A • —"--- SDNY_&_02754595 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00241517 EFTA01261406 SDNY GM 02754596 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002415 18 EFTA01261407 kertRS :. A ftp..A ;$.:, the 2 0 0 0 0 0 0 /0 0 6 2 I under this Lease and each related document to which Lessee is a party; (e) the transaction evidenced by this Lease and each related document to which Lessee is a party have been duly authorized by all necessary corporate action and has been, or prior to the-Delivery Date will have been, duly executed and delivered by it, and neither the execution and delivery thereof, nor the consummation of the transactions on its part contemplated thereby, nor its compliance with any of the terms and provisions thereof, (i) requires any approval of stockholders, (ii) contravenes any existing Federal, state or local law, judgment, governmental rule, regulation or order or (iii) contravenes its corporate obarter or bylaws or any agreement by which it or any of its property is bound or requires or permits the imposition of a lien upon any of its property: (f) this Lease and each related document to which Lessee is a party is, or upon due execution and delivery thereof will be, the legal, valid and binding obligation of Lessee,' enforceable against Lessee in accordance with its terms: (g) all balance sheets and statements of operations, stockholders'. equity, changes in financial position and cash flows which have been or shall hereafter be furnished by Lessee to Lessor for the purposes of or in connection with this Lease (including the balance sheet and statement of operations, stockholdars's equity and changes in financial position as of Cieptember 30, 1988 which have heretofore been delivered by Lessee to Lessor) have been and will be prepared in accordance with generally accepted accounting principles consistently applied throughout the periods involved and do and will present fairly the financial condition of Lessee and its subsidiaries as of the dates thereof,end the results of operations for the periods covered thereby; (h) since September 30, 1988 there has been no material adverse change in the financial condition, operations, assets, business or prospects of Lessee. Section a.• Ten. Rent and Pavilwnt. 2.1 The term of this Lease as to the.Aircraft (•Term') shall commence on the Delivery Date and continue as specified in the Schedule. 2.2 Lessee shall pay to Lessor rental for the Aircraft in the amounts and at the times set forth in the Schedule. ' 2.3 Rent and all other sums due Lessor hereunder shall be paid in immediately available funds at the principal office of Lessor set forth above. ' 2.4 This ;ease in A net lease and Lessee's obligation to pay all rental, indemnity and other amounts payable hereunder shall be absolute and unconditional under any and all circumstances and, without limiting the -generality of the 5404L 7s- SDNY_GNL02754597 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00241519 EFTA01261408 • • , ,-• . • . • SDNY GM 02754598 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241520 EFTA01261409 llfOKBKKEth -caMERA NO„,S %TIM - 1 5-73 0 0 0 0 0 0 6 2 2 . foregoing, lanes shall not be entitled to any abatement or ' 'reduction of rent or any setoff against rent, indemnity or other amount, whether arising by reason of any past, present or future clean of any nature by Lessee against Lessor or -otherwise. ?accept as otherwise expressly provided herein, this Lease shall not terminate, nor shall the obligations of Lessee be otherwise affected by reason of any defect in, damage to, or loss of possession or use, obsolescence or destruction, of the Aircraft, however caused, or by the taking or requisitioning of the Aircraft by condemnation or otherwise, or by the invalidity or unenfo:ceability or lack of due authorization or other infirmity of this Lease, or by lack of power or authority of Lessok t., enter into this Lease, or by the attachment of any lien, encumbrance, security interest or other right or claim of any third paity to the Aircraft, or by any prohibition or restriction of or interference with Lessee's use of the Aircraft by any person or entity, or by the insolvency of or the commencement by or- against Lessee of any bankruptcy, reorganization or similar proceeding; or by any other cause, whether similar or dissimilar to the foregoing, any present or future law to the contrary notwithstanding. It is the inthntion of the parties that all rent, indemnities and other amounts payable by Lessee hereunder shall be payable in all events in the manner and at the times herein provided unless Lessee's obligations in respeCt thereof have been terminated persuant to the express provisions of this Lease. '.action 1. .partanties. 3.1 LESSEE ACKNOWLEDGES AND AGREES THAT (a) THE AIRCRAFT 13 OP A SIZE, DESIGN, CAPACITY AND MANUFACTURE SELECTED BY LESSEE, (b) LESSEE IS SATISFIED THAT THE SAME IS SUITABLE FOR ITS PURPOSES, (c) LESSOR IS NOT A MANUFACTURER THEREOF OR A DfluvR IN PROPERTY OF SUCH KIND AND (d) LESSOR HAS NOT MADE '(i) ANY REPRESENTATION OR WARRANTY OR COVENANT, WITH RESPECT TO THE TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CONDITION, QUALITY, DESCRIPTION, DURABILITY OR SUITABILITY OF THE AIRCRAFT IN ANY RESPECT OR IN CONNECTION WITH OR FOR'THE PURPOSES AND USES OF LESSEE OR (ii) ANY OTHER REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE AIRCRAFT, IT BEING AGREED THAT ALL RISKS, AS BETWEEN LESSOR, ON THE ONE HAND, AND LESSEE, ON THE OTHER HAND, SHALL BE BORN BY LESSEE. Lessor assigns to Lessee, to the extent assignable, all of its interest, if any, in any warranties, covenants and representations of the manufacturer or vendor of the Aircraft; provided that such assignment shall be effective only when no 5404L j* 4110=2 02754599 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00241521 EFTA01261410 SDNY_GM_02754600 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00241522 EFTA01261411 S-7/ 0 Seat of Default has occurr 0 ed 0 and is continuing; and provided, further, that any action taken by Lessee by reason thereof shall be at the expense of Lessee and shall be consistent with Lessee's obligations pursuant to this Lease. 3.2 Lessee acknowledges and agrees that Lessor has not made any representations and warranties concerning the tax, accounting or legal characteristics of, this Lease and that Lessee has obtained and relied on such'tax, accounting and legal advice regarding this Lease as it deems appropriate. $ection q. Use and Maintenance. 4.1 Lessee shall not: (a) use, operate, maintain or store the Aircraft improperly, carelessly or in violation of any applicable insurance policy or law or regulation of any gove ntal authority; (b) abandon the Aircraft; (c) sublease the Aircraft or permit the use thereof by anyone other than Lessee or an affiliate of Lessee without the prior written consent of Lessor, which consent shall not be unreasonably withheld; (d) permit the Aircraft to be principally hangered at any location other than the location specified in the Schedule without the prior written consent of Lessor, which shall not be unreasonably withheld; or (e) sell, assign or transfer, or directly or -indirectly create, incur or suffer to exist any lien, claim;-security interest or encumbrance of any kind on any of its rights hereunder or in the Aircraft, except as contemplated herein. 4.1 Lessee shall, at its own cost and expense, at all times during the term of this Lease (a) maintain, service, repair and overhaul, test or cause the same to be done so as to keep the Aircraft in good operating order, repair, condition and appearance and in compliance with all applicable mandatory regulations, directives and instructions of the FAA and all applicable mandatory maintenance, service, repairs and overhaul manuals and applicable mandatory service bulletins published by any vendor or the manufacturer, (b), take all such steps as may be necessary which are within its power to insure that the - Aircraft remains certificated as airworthy by the PAA, (c) maintain all records, logs and other materials in respect of the Aire/aft required by the FAA, and (d) retain a copy of this Lease on board the Aircraft at all times. 4.3 Lessee shall not alter the Aircraft or affix or place any accessory, equipment or device on the Aircraft, if such alteration or addition would materially impair the originally intended function or use or reduce the value of the Aircraft. . : • __ .02754661 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00241522 EFTA01261412 SDNY_GM_02754602 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241524 EFTA01261413 • 4. :744.0ZSM*47-t- . • te- - s - 409 000000 0 0 624 All repairs, parts, supplies, accessories, equipment and devices furnished, affixed or installed to or on the Aircraft, (including but not limited to the Avionics) excluding temporary replacements, shall thereupon become subject to the security interest of Lessor. If no Event of Default exists, Lessee may remove, at its expense, any such accessories, equipment and devices (excluding the- Avionics) at the expiration of the term of this Lease; provided, that such parts, accessories, equipment or devices are readily removable; and, provided, further, that such removal will not impair the originally intended function or use of the Aircraft. 4.4 If Lessor supplies Lessee with labels, plates or other markings, stating that the Aircraft is leased ,from or subject to a security interest of Lessor, Lessee shall affix and keep the same upon a prominent place on the Aircraft during the term of this Lease. 4.5 Lessor shall have the right, at Lessee's expense, at all reasonable times, upon notice to inspect the Aircraft and observe its use. $ection 5. Mineral Tax Indemnity. • (5:1 Lessee agrees to pay or reimburse Lessor for, and to indemnify and hold Lessor harmless from, all fees (including, but not limited to, license, documentation, recording or registration fees), and all sales, use, gross receipts, personal property, occupational, value added or other taxes, levies, imposts, duties, assessments, charges or withholdings of any nature whatsoever, together with any penalties, fines or additions to tax, or interest thereon (all of the foregoing being hereafter referred to as 'Impositions'),- arising at any time prior to or during the term of this Lease, or upon any termination of this Lease or upon the return of the Aircraft to Lessor and levied or imposed upon Lessor directly or otherwise, by any Federal, state or local government or taxing authority in the United States or by any foreign country or foreign or international taxing authority upon or with respect to (a) the Aircraft, (b) the exportation, importation, registration, purchase, ownership, delivery, condition, lease, assignment,. storage, transportation, p ion, use, operation, maintenance, repair, return, sale, transfer of title or other disposition thereof, (c) the rentals, receipts, or earnings arising from the Aircraft, or (d) this Lease or any payment made hereunder, excluding, however, taxes measured by Lessor's net income (including minimum taxes and taxes on or measured by items of tax preference) imposed or levied by the United States or any state thereof but not excluding any such net income taxes which relieve Lessee or Lessor from the payment of any 5404L SDI4Y_dM 02754603 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241525 EFTA01261414 SDNY_GM_02754604 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241526 EFTA01261415 000 00000S, 25 Impositions (whether by credit, redUttlbn, set-off or -Otherwise) which Lessee would otherwise have•been obligated to pay, reimburse or indemnify under this Lease. .5.2 Lessee agrees to pay on or before the time or times prescribed by law any Impositions (except any Impositions excluded by Section 5.1); provided, however, that Lessee shall be under no obligation to pay any such Imposition so long as (i) Lessee is contesting such Imposition in good faith and by appropriate legal proceedings, (ii) adequate reserves in respect of such contested Imposition have been established and are being maintained by Lessee in accordance with generally accepted accounting principles and (iii) the nonpayment thereof doss not, in the opinion of Lessor adversely affect the interest of Lessor with respect to the Aircraft. If any Impositions (except any. Impositions excluded by Section 5.1) shall have been charged' or levied against Lessor directly and paid by Lessor, Lessee shall reimburse Lessor as appropriate, on presentation of.an invoice therefor. 5.3 If Lessor shall not be entitled to a corresponding and equal deduction with respect to any Imposition which Lessee is required to pay or reimburse under Sections 1.1 or 5.2 and which payment or reimbursement constitutes income to Lessor then Lessee shall also pay Lessor, as appropriate, the amount of any Impositions (including any Impositions otherwise excluded by Section 5.1 hereof) which Lessor is obligated to pay in respect of (a) such payment or reimbursement by Lessee and (b) any payment by Lessee made pursuant to this Section 5.1. 5.4 Lessee shall properly prepare and file any reports or returns which may be required with respect to the Aircraft. If Lessor is obligated to file any reports or returns, then Lessee shall prepare the same and forward them to Lessor with detailed instructions as to how to comply with all applicable filing requirements. Section t. Sisk of Los' Waiver and Indemnity. 6.1 If the Aircraft shall be or become worn out, lost, stolen, destroyed, irreparegily. danaged, from any cause • whatsoever, damaged beyoriS economic repair, rendered permanently unfit for normal use for any reason whatsoever, damaged so as to result in an insurance settlement on the basis of a total loss or a constructive or compromised total loss, or taken or requisitioned by condemnation or otherwise or, as a result of any rule, regulation, order or other action of a governMental body having jurisdiction, the use in normal operation of the Aircraft shall have been prohibited for a .1404L - _ SDNY_GM 02754605 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF-EA_00241527 EFTA01261416 • SONY GA4_02754608 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241528 EFTA01261417 LW- 4tRait4 0 ir.; DATE: 2' • / - an RE. C T-47' period of mod 0 mA) 4B 4bnAlceige day% (Sny such occurrence being hereinafter called a Casualty Occurrence') prior to or during the term of this Lease, Lessee shall give Lessor prompt 'notice thereof. On the first Rental Payment Data (as set forth in the Schedule) following such Casualty Occurrence or, if there is no such rental payment date, 30 days after such Casualty Occurrence, Lessee shall pay to Lessor an amount equal to the then Balance Due (as hereinafter defined). The 'Balance Due' is the sum of: (a) any and all amounts which under the terms of this Lease may be then due or which may have accrued to such Rental Payment Date (computing the rental for any number of days less than a full rental.period by multiplying the rental for such rental period by a fraction of which the numerator is such -number of days and the denominator is the total number of days in such full rental period): plus (b) the sum of (i) the present value, as of such Rental Payment Date of the amount of each Initial Rental Payment Amount (as set forth in the.Schedule), which would otherwise have accrued hereunder from such Rental Payment Data to the end of the Term of this Lease, (ii) the present value, as of such Rental Payment Date, of the amount of the Initial Balloon Payment (as set forth in the Schedule), (iii) the present value, as of such Rental Payment Date, of the amount of each Supplemental Rental Payment Amount (as defined in the Schedule) which would otherwise have accrued hereunder from such Rental Payment Date to the end of the Term of this Lease, and (iv) the present value, as of such Rental Payment Date, of th amount of the Supplemental Balloon Amount (as defined in the Schedule). The present values set forth in this agraph are to be computed in under clauses (i) and ( by discounting at the Implicit Interest Rate (as def in d in the Schedule) and under clauses (iii) and (iv) by discounting at the Supplemental Interest Rate (as defined in the Schedule). Upon the making of such payment by lessee in respect of the Aircraft, the remaining scheduled rental payments and the Balloon Payment shall cease to accrue. If Lessor has received. the amount payable with respect to the Casualty Occurrenoe and no Event of Default or Incipient Default exists. Lessee shall be entitled to receive from Lessor the proceeds of any recovery in respect of the Aircraft from insurance or otherwise ("Casualty Recoveries"); and Lessor, subject to the rights of any insurer insuring the Aircraft as provided herein, shall execute and deliver to Lessee, or to its assignee or nominee, a quitclaim bill of sale (without representations or warranties except that the Aircraft is free and clear of all claims, liens, security interests and other encumbrances by or in favor • 5404L • • ' • • . • ' • • • . SDNY GOA02754607 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241529 EFTA01261418 SDNY_GM_02754608 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241530 EFTA01261419 -.4%)(Idtt*AtTstEcssvm- r CAMERA RO. 3 e DATE: 2 - / .B9 0 0 Vi bp argugg as any person claim g Und-- Lessor) for the Aircraft, and such other aocuments as may be required to release the Aircraft from the terms of this Lease, in such form as may reasonably be requested by- Lessee, all at Lessee's expense. If an Event of Default or Incipient Default exists, Lessor shall bold the Aircraft, and any Casualty Recoveries as additional collateral hereunder, subject to the provisions of Section 11.2 hereof. Except as hereinabove in this section 6.1 4provided, Lessee shall not be released from its obligations tereunder in the event of, and shall bear the risk of, any Casualty Occurrence to the Aircraft prior to or during the term of this Lease. 6.2 Lessee waives and releases any claim now or hereafter existing against Lessor on account of, and shall indemnify, reimburse and hold Lessor harmleis from, any and all claims (including, but not limited to,' claims relating to trademark or patent infringement and claims based upon negligence, strict liability in tort,, violation of fhws, statutes, rules, codes or orders or claims arising out of any loss or damage to any property or death or injury to any person), losses, damages, obligations, penalties, liabilities, 'demands, suits, judgments or causes of action, and all legal proceedings,'and any costs or expenses in connection therewith, including allocated charges, costs and expenses of internal counsel of Lessor and any other attorneys' fees and expenses incurred by Lessor, • which may be imposed on, incurred by or asserted against Lessor in any way relating to or arising in.any manner out of (i) the registration, purchase, taking or foreclosure of a security 'interest in, ownarihip, delivery, condition, lease, assignment, storage, transportation, possession, use, operation, return or other disposition of the Aircraft, prior to, during or after the-term of this Lease, 'or which may be attributable to any defect therein, arising from the material or any article used therein or from the design, tasting or use thereof, or from any maintenance, service, repair, overhaul or testing thereof regardless•Of when such defect shall be discovered, whether or not the Aircraft is in the po ion of lessee and no matter where it is located or (ii) this Lease or any other related document, the enforcement hereof or thereof or the consummation of the transactions contemplated hereby or thereby. ',cation 7. Insurance. 7.1 Lessee, at its own cost and expense, shall keep the Aircraft insured against all risks, in no event for less than the amount set forth in Section 6.1(bl and shall-maintain public liability insurance'against such risks and for such amounts as Lessor may reasonably require. All such insurance shall be in such form and with such companies as Lessor shall 5404L -10- _ MbriCc>iu bri5-4660— SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00241531 EFTA01261420 SDNY_GM_02754610 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241532 EFTA01261421 FAA:AIRCitatTC(TOIST8T, CAntRA.NO. bATE: " 7 - ;99 1/4 - (a/ , • 00000000623 reasonably approve, shall specify Lessor as additional insured and shall provide that such insurance say not be cancellable as to Lessor (including for failure to pay premiums) or altered...in any way- which would affeCt the interest of Lessor without at least thirty days' prior written notice to Lessor. Ala - liability insurance shall be of the °occurrence' type and shall be primary, without right of contribution from any other insurance carried by Lessor. All insurance covering loss or damage to the Aircraft shall contain a 'breach:Of warranty' provision (including a clause stating that the policy shall not me invalidated as against Lessor by reason of any action or failure to act of Lessee or any other person) satisfactory to a Lessor, shall provide for a waiver of any right of setoff, recoupment, cownterciaim or any other deduction, by attachment or otherwise, with respect to any liability of Lessee and shall provide that all amounts. payable by reason of a Casualty OCcurrence with respect to the Aircraft shall be payable solely to Lessor. 7.2 Lessee shall furnish Lessor on the Delivery Date and at least once during -each calendar year during the term of this Lease for each policy maintained by Lessee pursuant to Section 7.1 hereof; an incurance certificate signed- by an independent insurance expert (which may be Lessee's insurance carrier), certifying that the insurance required by Section 7.1 (which shall be specifitally referred to in such certificate) is in full force and effect and adequately protects the 'interests of Lessor. Such insurance certificate-shall provide that (i) the independent insurance expert will advise Lessor in writing promptly of any default in the payment'of any premium and of any other act or omission on the part of Lessee of which such independent insurance expert has knowledge and which might invalidate or render unenforceable in whole or in part any insurance on the Aircraft,' (ii) the independent insurance expert undertakes to advise Lessor in writing as soon as such independent insurance expert has knowledge that any insurance carried and maintained pursuant to Section 1..1 will not be .renewed by the applicable underwriters end (iii) the broker undertakes that no insurance provided pursuant to section 7.1 shall expire or terminate prior to 30 days after Lessor has received written notice thereof. . Section (. Default. 8.1 The following shall constitute events of default (each an 'Event of Dsfaultff) hereunder: • (a) Lessee tails to make any payments to Lessor when due hereunder and such failure shall continue for five days; 8404l -11-, bP146ir • SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241533 EFTA01261422 SDNY GA4_02754612 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10,-15, and 17 EFTA 00241534 EFTA01261423 FAA RIRCVET REGISTRY t : CAMERA Roe 3 te DATE: 2 - / 89 0 0 0 0 0 0 0 6 2 (b) Any representation or varientr of lessee contained herein or in any document furnished to lessor in connection herewith is.incorrect, incomplete or misleading in, any material respect when made: (c) Lessee fails to comply with any of its obligations under Section 7.1 hereof, assigns this Lease or any of Lessee's rights or obligations hereunder other than as permitted in Section 10 hereof: (d) Lessee fails to observe or perform any other covenant or agreement or warranty made by Lessee hereunder and such failure continues for 10 days after written notice thereof from Lessor: (e) Any indebtedness or other obligation of Lessee exceeding in the aggrdgate $20,000,000 is not paid or repaid when due (or within any applicable period of grace allowed by the terms of the agreements or instruments constituting or evidencing the same), whether by acceleration or otherwisi, or, if payable or repayable on demand, is not paid or repaid when demanded, or otherwise becomes due or capable of being declared due or accelerated prior to its stated maturity; (f) Lessee becomes insolvent ortgenerzlly fails to pay, or admits in writing its inability to pay, its debts as they become due; or makes an assignment for the Benefit of creditors; or files or brings any petition, case or action under any bankruptcy, reorganization, insolvency or moratorium law, or any other law or lase for the relief of, or relating to, debtors; or takes any corporate action to authorize, or in furtherance of, any of the foregoing: et, (g) AnIr involuntary petition,-case or action is. filed or brought against Lessee under any bankruptcy, reorganization, insolvency or moratorium law or any other law or laws for the relief of, or relating to, debtors, or any receiver, trustee, custodian or similar official is appointed to take po ion of all or a substantial portion of the properties of Lessee, and such petition, case, action or appointment is consented to, or acquiesced in by Lessee or is not set aside, dismissed or withdrawn or otherwise c aaaaa to tri in effect within 60 days from the date of said filing, bringing or appointment; L • 5404L -12- - S? SDNY_GM_02754613 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241535 EFTA01261424 Aithitt -tiatin CAMERA NO. 3 N DATE: .2 / SDNY GA4_02754614 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241536 EFTA01261425 , . :IAA AIRCRAFT - REGISTRY ..CANTEA NO. 3 n DATE:-.8 S -Sr 0 0 0 0 0 0 0 0 6 3 0 (h) Lessee or any other parson takes steps to terminate a pension plan, if, as a result of such termination, Lessee could be required to make a contribution to such pension plan, or could incur a liability or obligation to such pension plan, in excess of $20,000,000; ' (i) A contribution failur♦e occurs with respect to any pension plan as to which Lessee has any liability which contribution failure is sufficient to give rise to a lien under section 302(11 of the Employee Retirement Income Security Act of 1974, as amended (•ERISA•); (j) A default by Lessee occurs permitting acceleration under the Amended and Restated Loan Agreement, dated October 1, 1987, as it may be amended from time to time, among Lessee, Bank of America National Trust and Savings Association (sBank°) as agent, and certain lenders, as long as it exists: and after it ceases to exist, a default occurs permitting acceleration under the credit facility containing the most restrictive financial covenants in which Bank is a participant; or (k) If Bank is not a participant in any credit facility for Lessee, Lessee fails to comply with the financial covenants in the last credit facility for Lessee . in which Bank was a participant. ' 8.2 If any Event of Default occurs, Lessor shall have the rights, options and remedies of a secured party and, without limiting the foregoing, Lessor also may exercise in any order one or more or all of the remedies hereinafter set forth (it being understood that no remedy herein conferred is intended to be exclusive of any other remedy or remedies, but each and every remedy shall be cumulative and shall be in addition to every other remedy given herein or now or hereafter existing at law or in equity or by statute): (a) Lessor may proceed by appropriate court action or actions either at law or in equity, to enforce performance by Lessee of the applicable covenants of this Lease or to recover damages for the breach thereof; or (b) Lessor may by notice in writing to Lessee terminate this Lease, but Lessee shall remain liable as hereinafter provided; and Lessor may, at its option, do any one or more of the following: (i) declare the aggregate Balance Due with respect to the Aircraft to be immediately due and payable, and recover any damages and expenses in addition thereto which Lessor shall have sustained by reason of the breach of any covenant, representation or 5404L -13- •••••••• SDNY_GM 02754615 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241537 EFTA01261426 - - SDNY_GM_02754616 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10,15, and 17 EFTA 00241535 EFTA01261427 • '1111011r Y ti - FAA AIRCRAFT REGISTRY :cAMERA NO. 3n DATE: 2. 89 • 4. S - SS 0 0 0 0 0 0 0 0 6 3 warranty contained in this Ian (other than for the payment of scheduled rental); (ii) enforce the security interest given hereunder; (iii) enter upon the premises where the Aircraft may be and take po ion of the Aircraft; and (iv) require Lessee to return the Aircraft as provided in faction 9 hereof. 8.3 In addition to the remedies set forth in $ection 8.Z, if any Event or Default shall occur, Leseor may, but is not required to, sell the Aircraft. Lessor may purchase at such sale. Lessee acknowledges that sales for cash or on credit to a wholesaler, retailer or user of the Aircraft or at public or private auction, are all commercially reasonable. Amy notice required by law of intended disposition by Lessor shall be deemed reasonably and properly given if given at least 10 days before such disposition. 8.4 The proceeds of such sale or exercise of other remedies shall be applied in the following order: (a) first, to the payment of costs and expenses of Lessor in exercising remedies, including of foreclosure or suit, if any, and of any sale, and of all other proper expenses, liabilities and advances (including legal expenses and attorneys' fees, whether of special, or allocated time charges of internal, counsel) of Lessor and of all taxes, assessments or liens superior to the lien of these presents, except any taxes, assessments or superior lien subject to which any sale or the Aircraft may have been made; (b) fecopf, to the other amounts, except those specified in clause lc) below, which under the terms of' this Lease have accrued; (c) Third to Lessor to the extent of the aggregate Balance Due, plus any unpaid interest accruing because of the late payment of the Balance Due to the date of distribution; and (d) ?north, to the payment of the surplus, if any, to whomsoever may hi. lawfully entitled to receive the same. If there is a deficiency after lessor has exercised remedies, Lessee will promptly pay the same to Lessor. 8.5 If Lessee fails -to perform any of its a4reements contained herein, whether or not an Event of Default exists, Iissor may perform such agreement, and the expenses incurred by Lessor in connection with such performance together with interest thereon shall be payable by Lessee upon demand. 5404L -14- SDAiY_dM 0275461f SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241539 EFTA01261428 - 4111111P' SDNY GM 02754618 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241540 EFTA01261429 FAA AIRCRAFT REGISTRY cAmmka RO. 3 ,y DATE: .2 / - 89 . 0 0 0 0 0 0 0 0 5 3 2 Ihterest on expenses so incurred by Lessor, shall accrue as provided in the Schedule from the date such expense is incurred until paid in full. 8.6 Lessee ung4i4onally and irrevocably appoints Lessor as its true and lawful ettorney-in-fact, with full power of substitution, to the extent permitted by applicable law, in its name and stead and on its behalf, for the purpose of effectuating raw sale; assignment, transfer or delivery hereunder, if an event of Default occurs, whether pursuant to foreclosure or power of sale or otherwise, and in connection therewith to execute and deliver all such deeds, bills of sale, assignments, releases (including rel f the Lease on the records of any governmental body) and other proper instruments as Lessor may reasonably consider necessary or appropriate. Lessee ratifies and confirms all that such attorney or any substitute shall lawfully do by virtue hereof. If requested by Lessor or any purchaser, Lessee shall ratify and confirm any such lawful sale, assignment, transfer or delivery by executing and delivering to Lessor or such • purchaser, all deeds, bills of sale, assignments, releases and other proper instruments to effect such ratification and confirmation as may be designated in any such request. Section 9 Return of the Aircraft. Subject to paraaraph Q of the Schedule, If Lessor shall rightfully demand possession of the Aircraft pursuant to this Lease or otherwise, Lessee, at its expense, shall forthwith deliver po ion of the Aircraft to Lessor by delivering the Aircraft, in the condition required by Section A and as specified in Exhibit F, to Lessor at such place or places as may be specified by Lessor. Section 1Q. assignment. All or any of the right, title or interest and obligations of Lessor in and to this Lease and the rights, benefits, advantages and obligations of Lessor hereunder, including the rights to receive payment of rental or any other payment hereunder, and the rights, titles and interests in and to the Aircraft, may be assigned or transferred 1.0y Lessor at any time, provided such assignment or transfer is made to a party having a net worth in excess of $75,000,000. Any sut.h assignment or 5404L -15- dbniv dM 0275461r SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00241541 EFTA01261430 SDNY_GM_02754620 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241542 EFTA01261431 CAMERA NO. 3 iv DATE: 2 - / Sc. 111111.1111111 FAA AIRCRAFT REGISTRY " 0 0 0 D 0 0 0 0 633 transfer shall be subject and subordinate to the terms and provisions of this Lease and the rights and interests of Lessee hereunder. No assignment of this Lease or any right or obligation hereunder may be made by Lessee or any assignee of Lessee without the prior written consent of Lessor. Section 11. assurances. 11.1 Title to and ownership of the Aircraft shall remain in Lessor as security for the obligations of Lessee hereunder until Lessee has fulfilled all of its obligations hereunder. Lessee grants to Lessor a continuing security interest in the Aircraft and in all proceeds thereof (including insurance proceeds), to secure the payment of all sums due hereunder and the performance of all other obligations hereunder and agrees, at its expense, to do any. further act and execute, acknowledge, deliver, file, register and record any further documents which Lessor may reasonably request in order to protect Lessor's title to and first priority security interest in the Aircraft and Lessor's rights and benefits under this Lease. 11.2 If Lessee would be entitled to any amount (including any Casualty Recoveries) or the Aircraft hereunder but for the existence of any Event of Default or Incipient-Default, Lessor shall hold such amount or the Aircraft as a part of the collateral granted under Section -11.i hereof; provided, that, unless remedies of Lessor are exercised with respect thereto under. this Lease, Lessor shall cease so to hold such amount or the Aircraft and shall apply such—amount or transfer the Aircraft in accordance with the other terms of this Lease if and when there shall no longer be -existing any Event of Default. or Incipient Default. - 11.3 Lessor will not claim depreciation for the Aircraft on its federal tax returns. tion 12. Late Pavaeritg. Lessee shall pay to Lessor, on demand, interest at the rate set forth in the Schedule on the amount of any payment not made when due hereunder from the date due until payment is made. Section 1 . Effect of Waiver. No delay or omission to exercise any right, power or remedy 5404L SDW_GNL02754621 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241543 EFTA01261432 • SDNY GA4_02754622 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10,-15, and 17 EFTA 00241541 EFTA01261433 114 EAA AIRCRAFT RECIFE= CAMERA NO. 3'n DATE: 2•• / 89 0 0 0 0 0 0 0 0 5 4 accruing to a party upon any breach or default of the other party hereunder shall impair any such right, power or remedy nor shall it be construed to be a waive's' of any such breach or default, or an acquiescence therein or of or in any similar breach or default thereafter occurring, nor shall any single or partial exercise of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy, nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of a party of any breach or default under this Lease must be in writing specifically set forth and must satisfy the requirements set forth in Section It. Section 14. Survival of Covenants. All covenants of Lessee under Sections 1, 1, 2, 6, 1, f, g, 2. 11 and 11 and Faracraohs C and fi of the Schedule shall survive the expiration or termination of this Lease to the extent required for their full observance and performance. Section 15. afplismilejaw. THIS LEASE SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF CALIFORNIA WITHOUT REGARD TO CONFLICT OF LAW. PRINCIPLES. Section 16. effect and Modification of Least. This Lease exclusively and completely states the rights of Lessor and Lessee with respect to the leasing of the Aircraft and supersedes all prior agreements - oral or written, with . respect thereto. No variation or modification of this Lease shall be valid unless in writing and signed by Lessor and Lessee. No variation or modification of this Lease purporting to (i) postpone, modify or forgive, in whole or in part, any rental payment, Balloon Payment, Balance Due, interest or other amount payable hereunder, or modify the definition, or method of calculation, of any rental payment, Balloon Payment, Balance Due, interest or other amount payable hereunder, (ii) release any collateral granted hereunder (except as expressly provided with respect to Casualty Occurrences and early termination in -64041, -17- SOilY_GM 02764623 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241545 EFTA01261434 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241546 EFTA01261435 SDNY_GM 02754625 ! FAA'9c;RC8AFS' REGISTRY ' • CAMERA RO..3 DATE: 2.,- - -89 000 00000635 • gietion 6 and paragraph G of the Schedule), or this sentence shall be valid unless in writing Lessor and Legato. ,-----Vention 17. Financial' Information: Other Reports. ' Lessee shall keep its books and records in accordance with generally:accepted accounting principles and practices consistently applied. Lessee shall deliver to Lessor: its annual audited financial statements (together with a certificate of the Treasurer of Lessee as to Lessee's compliance with its covenants under this Lease and the absence of Events of Default and Incipient Defaults during the year covered by such financial statement) within 120 days of the end of Lessee's fiscal year; and its quarterly financial statements within 60 days of the end of each such quarter (other than the fourth quarter of each`fiecal year). In addition, (i) promptly upon the filing or making thereof, Lessee shall provide to Lessor copies of each filintor report made by Lessee with or to the Securities Exchange CoMmission con Form 6-R or any successor form of similar impet, and (ii) promptly upon learning thereof, Lessee shall)provide written notice to Lessor of.tbe occurrence51-64c Event of Default or Incipient suchrinforiation relating to Lessee may be disseminated\(af--among Lessor and any person holding an interest in this Lease, (b) to any affiliate, trustee, officer, director, employee or representative of any of the foregoing persons, (c) pursuant to any governmental or judicial request, (d) if required by a law or regulation, (e) if, in the view of the person disseminating-the same, disclosure to a regulator is advisable, (f) in connection with the enforcement of rights under this Lease or any other related document and (g) as may by required to answer inquiries directed to the person ' disseminating such information by creditors or prospective creditors of Lessee. Section 1 . &tic° All demands, notices and other communications hereunder. shall be in writing and shall be deemed to have been duly given when personally delivered or three days after being deposited in the mail, first class postage prepaid, or when delivered to a telegraph office, charges prepaid, addressed to (a) Lessor or . Lessee at the address set forth below the signature of such party on the signature page, hereof, or at-iuch other address as SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241547 EFTA01261436 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 0024154$ EFTA01261437 eit.Asctstin. RC.413'.1 1-1ATEr..2 I - il• 0 0 0 0 0 0 0 0 6 3 6 • . mairhereafter be furnished in accordance with this Section 18 by either party to the other. section 19. Counterparts. Two counterparts of this lease have be4n executed by the parties hereto. One counterpart has been prominently marked °Lessor's Copy.° One counterpart has been prominently marked °Lessee's Copy.' Only the counterpart marked °Lessor's Copy shall evidence a monetary obligation of Lessee or shall be deemed to be an original or to be chattel paper for purposes of the Uniform Commercial Code. Section 20. Truth in Leasing. THE AIRCRAFT HAS BEEN MAINTAINED AND INSPECTED PURSUANT TO ALL APPLICABLE FEDERAL AVIATION REGULATIONS, AND LESSEE CERTIFIES THAT THE AIRCRAFT HAS BEEN SO MAINTAINED AND INSPECTED IN COMPLIANCE WITH SUCH REGULATIONS. LESSEE CERTIFIES THAT IT IS RESPONSIBLE FOR THE AIRCRAFT'S' STATUS OF COMPLIANCE WITH APPLICABLE MAINTENANCE AND INSPECTION REQUIREMENTS AS SET FORTH UNDER THE FAA REGULATIONS APPLICABLE TO LESSEE'S USE AND OPERATION OF THE AIRCRAFT. /N ADDITION, LESSEE AGREES TO ADVISE LESSOR OF WHICH OF THE REQUIRED FAA MAINTENANCE PROGRAMS IT HAS SELECTED AND AGREES TO PROVIDE LESSOR WITH WRITTEN INSPECTION REPORTS FOR INSPECTIONS ACCOMPLISHED UNDER SAID PROGRAM. UPON EXECUTION OF THIS LEASE, LESSEE IS SOLELY RESPONSIBLE FOR OPERATIONAL CONTROL OF THE AIRCRAFT AND CERTIFIES AND AGREES TO COMPLY WITH ALL APPLICABLE FAA. REGULATIONS NOW IN EFFECT OR SUBSEQUENT FAA REGULATIONS ISSUED DURING THE TERM OF THIS LEASE. LESSEE IS HEREBY ADVISED THAT AN EXPLANATION OF FACTORS BEARING ON OPERATIONAL CONTROL AND PERTINENT FAA REGULATIONS CAN BE OBTAINED FROM THE NEAREST FAA FLIGHT STANDARDS DISTRICT OFFICE, GENERAL AVIATION DISTRICT OFFICE, OR AIR CARRIER DISTRICT OFFICE. LESSEE AGREES TO KEEP A COPY OF THIS LEASE AGREEMENT IN THE AIRCRAFT AT ALL TIMES DURING 110E TERM OF THIS LEASE AGREEMENT. IN WITNESS WHEREOF, the parties hereto have executed this Lease as of the day and year first above written. THE GREYHO D CORPORATION By Title Vice President-Finance By r. Greyhound Tower ice President-Treasurer Titl Phoenix, Arizona 85077 5404L Address: -I9- SDIVY_GIM 02754627 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241549 EFTA01261438 --- SDNY GA4_02754628 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241550 EFTA01261439 sa. a Two Embarcadero Center . San Francisco, California 94111 Attention: Contract Administration . • • SDNY_GM_O175469 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241551 EFTA01261440 V et:HERA Na: J• •iDA'TE: - 95" SDNY GM_02754630 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241552 EFTA01261441 • r • SCHEDULE TO LEASE _DATED AS OF December 29, 1988 U BETMEEO 'ABE OEIrB6ONH CORBDRATION AND B.A. LEASING CORPORATION -5--654/ A. pescriotion of Aircraft. One Gulfstream Aerospace GIll aircraft bearing (with respect to the airframe thereof) FAA Registration No. N449GA and . manufacturer's serial no. 1085 together with two Rolls-Royce Model No. KX611-8 engines installed thereon, bearing manufacturer's serial nos. 16291 and 16292 respectively; together with all appliances, parts, instruments, appurtenances, accessories, furnishings, Avionics and other equipment or property incorporated, installed in or attached to said aircraft and engines, including an air conditioning unit. Each of the engines has 750 or more rated takeoff horsepower or its equivalent. 'Avionics' shall mean the navigation system and other systems to be installed on the Aircraft and other work to be performed with respect to the Aircraft. B. Purchase Price. 'Initial Purchase Price' for the Aircraft shall mean $17,372,434.81. Supplemental Purchase Price is defined in Section 1.3 of the Lease. 0 'Purchase Price' shall mean the sum of the Initial Purchase Price and the Supplemental Purchase Price. C. Rental. 1. During the Term, Lessee shall pay rental for the Aircraft, on the dates and in the amount set forth in Annex I hereto, which by this reference is made a part hereof and of the Lease referred to -above ('Aircraft Rent'). 2. Lessee shall pay additional rent on the next Rental Payment Date, for-each day from the date of the payment of the Supplemental Purchase Price by Lessor to and including the next Rental Payment Date, at the daily equivalent of the Supplemental Interest Rate on the Supplemental Purchase Price. 3. After the Rental Payment Date following the payment of the Supplemental Purchase Price, each remaining Initial Rental Payment Amount shill be increased by an amount (the 'Supplemental Rental Payment Amount') which .is equal to the sum 5404L • .z sor;nrenti_oriS6aT SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241553 EFTA01261442 "" t". '•' • SDNY GM 02754832 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10,-15, and 17 EFTA_00241554 EFTA01261443 ...O.:IA.41n. Carl` A" A NO; a a DA - el? 1 Jesselti 5-39 0 0 0 0 0 0 0 0 6 3 9 of the following:. (a) the amount which is sufficient to !mortise the Supplemental Purchase Price minus the. Supplemental Balloon Amount in level payments over the remaining Term at the Supplemental Interest Rate, plus (b) interest at the Supplemental Interest Rate on the Supplemental Balloon Amount. The 'Supplemental Balloon Amount' shall *plat the Balloon Payment minus the Initial Balloon Payment. 4. All payments required hereunder, as wall as all other payments due to Lessor under the Lease, shall be received by Lessor not later than.11:00 a.m., San Francisco time on the date duet: funds received after that hour shall' be deemed to have been received by Lessor on the next following Business Day. As used herein, °Business Day shall mean a day on which Lessor is open for the purpose of conducting business. D. Interest on Late Payment.. The interest rate on late payments shall be one percent per annum over the higher of the Implicit Interest Rate or the Supplemental Interest Rate, computed daily on the basis of a 360 day year and actual days elapsed, which computation results in more interest than if a 365 day year were used. E. Location. - The Aircraft shall be hangered in Phoenix, Arizona. P. Rem. The Implicit Interest Rate is 10.536% per annum compounded semi-annually. The interest rate applicable to the Supplemental Purchase Price ('Supplemental Interest Rate') shall be fixed by Lessor on the date Lessor receives the Certificate required under Section 1.3(a) of the Lease, and shall be calculated on such date by applying'to the Supplemental Purchase Price an interest rate equal to 135 basis points above the Treasury yield frog page 5 of Telerate (interpolated, if necessary) for the period from the payment of the Supplemental Purchase Price to the end of the Term of this Lease. The Supplemental Interest Rate • shall be compounded semirannually. G. farly Termination. If no Event of Default shall exist, Lessee may, by-notice 5404L M SDNY_GM_O17546b SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241555 EFTA01261444 SDNY_GM_02754634 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241556 EFTA01261445 !:Nak...dellORATT REGISTRY. taiitRA N0 ..3 /I DATE: S-37" 0 0 0 0 0 0 0 0 6 4 0 to Lessor, terminate this Lease with respect to theAircraf such notice shall specify a date (the 'Termination Date') with respect to the Aircraft, not more than 120 and not less than 30 days after such notice is given, which shall be a Rental Payment Date on or after the fourth Rental Payment Date. On the Termination Date, Lessee shall pay to Lessor the Termination Value, as defined below, computed as of such date. The Termination Value as of the Termination Date shall be the Balance Due as defined in Section 6.1 of the Lease. Upon the payment of the Termination Value by Lessee in compliance with the provisions of this paragraph, the obligation of Lessee to pay rent hereunder with respect to the Aircraft after the Termination Date shall cease, the Term of the Lease shall end on the Termination Date, and, if all other obligations of Lessee under the Lease have been paid and performed in full, Lessor shall execute and deliver, to Lessee or its assignee or nominee, a quitclaim bill of sale (without representations or warranties except that the Aircraft is free and clear of all claims, liens, security interests and other encumbrances by or in favor of any person claiming by, through or under Lessor) for the Aircraft, and such'other documents as may be required to release the Aircraft from the terms of this Lease, in such form as nay reasonably be requested by Lessee, all at Lessee's expense. H. Purchase Provision. At least six months before the end of the Lease Term ('sales Period'),. Lessee shall notify Lessor of its election of option (a) or (b) below and at the end of the term of the Lease, provided that this Lease has not been earlier terminated, Lessee shall, in accordance with its election: (a) Purchase the Aircraft for an amount equal fo 59.2% of the Purchase Price of the Aircraft (which amount is referred to herein as the 'Balloon Payment'): or (b) Sell the Aircraft to a buyer not affiliated with Lessee and ply to Lessor on the day the Lease terminates for the Aircraft the proceeds of sale (without deductions) of the Aircraft (which sale shall occur on the date the Lease terminates and shall be for cash). If the proceeds received for the Aircraft exceed the amount of the Balloon Payment, Lessor shall remit to Lessee the excess. If the proceeds are less than the Balloon Payment, Lessee shall pay Lessor the difference between the amount of the Balloon Payment and the amount of the sale proceeds; provided, however, Lessee shall not be obligated to pay (excluding sale proceeds) to Lessor an amount which exceeds 38.6% of' the Purchase Price of the Aircraft. • 5404L SDNY_GM_02754635 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00241557 EFTA01261446 SDNY_GM_02754636 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 0024155$ EFTA01261447 DDRAPT RLDrkin cAnTla ND. 3 er TZ: 2 / 89 4. „ . - --ftnoc.... ...."- . l i t 0 0 0 0 0 0 0 0 6 4 1 - S" Lessee's election shall be irrevocable at the time made. If Lessee fails to make its election, Lessee shall be deemed to have elected option (a). If Lessee elects option (b), Lessee shall use its best efforts to obtain a purchaser or purchasers which are not affiliated in any way with Lessee for the Aircraft. Lessee shall hire and pay for sales agents, in the continental United States, as directed by Lessor. Any sale by Lessee shall be for the highest cash bid submitted to Lessee, including any bid submitted by Lessor. Lessor shall not have any responsibility for procuring any purchaser. If, nevertheless, Lessor undertakes any sales efforts, Lessee shall promptly reimburse Lessor for any charges, costs and expenses incurred in such effort, including any allocated charges, costs and expenses of internal counsel or other attorney's fees. To facilitate the sale of the Aircraft and to assure the best possible sales price for the Aircraft, Lessee, at its expense, shall do, at least, all of the folloWing (which shall be in addition to, and not in limitation of, Lessee'■ "• obligations under the Lease, including, without limitation; its obligations to insure the Aircraft and make rental payments). During the first month after the commencement of the sales Period, Lessee shall deliver the Aircraft at Lessee's expense, to a location or locations designated by Lessor in the continental United states and thereafter zero-time and maintain the Aircraft (including airframe and engines) in first class condition in those location(s). Lessee shall immediately paint, at its expense, the Aircraft in colors as requested by purchasers. Lessee shall alloy and pay for unlimited inspection and testing by potential purchasers and Lessor, and shall pay the travel costs for all inspectors and testers, as well as any fees charged by governmental or industry testing agencies and testing companies. Lessee shall fly, at Lessee's expense, the Aircraft roundtrip, insured, to potential purChasers for inspection and testing, as may be requested. Lessee shall promptly provide any information, records or computer printouts requested by Lessor or potential purchasers, including records of all maintenance of or repair to the Aircraft prior to or during the term of this Lease. • Lessee shall be responsible for all costs of sale and shall provide, at Lessee's expense, such equipment configurations, repairs, corrections and modifiCations as shall be necessary or desirable to Lessor or any purchaser. . On behalf of purchasers, Lessee, at its expense, shall store and insure the Aircraft for up to six months after the date the Lease terminates if requested. Lessee shall place the Aircraft in good working condition and meeting all FAA and industry standards. Lessee shall inspect and certify that the Aircraft at the date the 54041e SDNY_GM_02754637 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00241559 EFTA01261448 SDNV=G0.4_0E754638-- SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241560 EFTA01261449 4ncithrt arctstax C.ANZRA NO. a it 'DAM" 2 / - B9 0 0 0 0 0 0 0 0 6 4 2 S"- Lease terminates meets all such requirements and all requirements of the Lease. Lessee shall properly prepare and zero-time the Aircraft for delivery in accordance with all rules or regulations applicable to the Aircraft and incurs and deliver the Aircraft, all at Lessee's expense, end otherwise do all things necessary to deliver the Aircraft to purchasers. If Lessee selects option (b) but is unable to sell the Aircraft to an unaffiliated person during the Sale Period and the amount paid by Lessee to Lessor (including any proceeds of the sale of the Aircraft) pursuant to option (b) is less than the amount specified in option (a), absolute title to the Aircraft shall vest in Lessor, free and clear of any rights of redemption or other rights of Lessee, and Lessee shall, at Lessee's expense, if requested by Lessor, (i) store and insure the Aircraft for six months after the end of the Sales Period and (ii) do any further acts and execute, acknowledge, deliver, file, register, and record any further docuients which Lessor may reasonably request in order to establish and confirm Lessor's title and rights. Upon payment of the Balloon Payment (pursuant to option (a)) or sales price (pursuant to option b)), as the case may be, and if all other obligations of Lessee under the Lease have been paid and performed in full, Lessor shall execute and deliver, to Lessee, or as directed by Lessee, a quitclaim bill of sale (without representations or warranties ..except_that_the Aircraft is. fres_and_clear of.all claims, liens, security interests and other encumbrances by or in favor of any person claiming by, through or under Lessor) for the Aircraft, and such other documents as may be required to release the Aircraft from the terms and scope of this Lease, in 'such form as may reasonably be requested by Lessee, all at Les!.'ee's expense. 54104L • _ — — -- SbilThicti_M27465r SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241561 EFTA01261450 — ------- — sorwG0.4_02746.;g3 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241562 EFTA01261451 - •- cekit-titicinte k-wo.a y. - DATE- C air lam-ft. • -- 'TO SCHEDULE TO LEASE DATED AS Of:DECENBER 29, 1988 BETWEEN THE GREYHOUND CORPORATION, AND B.A. LEASING-CORPORATION Initial Rental Rental Payment Date Asount $1,270,161.43 12/29/89 $1,270,161.43 6/29/90 $1,270,161.43 12/29/90 $1,270,161.43 6/29/91 $1,270,161.43 12/29/91 $1,270,161.43 6/29/92 $1,270,161.43 12/29/92 $1,270,161.43 6/29/93 $1,270,161.43 12/29/93 $1,270,161.43 6/29/94 $1,270,161.43 12/29/94 $1,270,161.43 6/29/95 $1,270,161.43 12/29/95 $1,270,161.43 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241563 EFTA01261452 AA -VERC RAri RE CIS '` CAMERA PO. Mn ,DATE: - / S-30 sDrsisTA;327,60.o— SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241564 EFTA01261453 `'la fiiacYurr "Smits— 3n INCE: 2• / 000do ant, • EXHIBIT A TO LEASE • DATED AS OP DECEMBER 29, 1988 ,BETWEEN THE GREYHOUND CORPORATION AND B.A. LEASING CORPORATION pURCHASE AGREEMENT ASSIGNMENT THIS :PURCHASE AGREEMENT ASSIGNMENT, dated as of December 1988, is between The Greyhound Corporation, an Arizona corporation ,('Assignor"), and B.A.. Leasing Corporation, a Delaware corporation ('Assignee'). • WHEREAS, Assignor has entered into a purchase agreement, dated as of June 17, 19,87, ("Purchase Agreement') between Assignor and Gulfstream Aerospace Corporation ("Vendor') providing for the sale to Assignor of the aircraft described therein (the 'Aircraft'); WHEREAS, Assignor desires that Assignee acquire the Aircraft, as delivered, and lease the Aircraft to Assignor pursuant to tilt terms of a Lease dated as of December 29, 1986, between Assignor and Assignee (the "Lease0): NOW, THEREFORE, the parties hereto agree as follows: 1. Assignor hereby assigns to Assignee all of Assignor's right, title and interest in and to the Purchase Agreement and the Aircraft. Assignee hereby accepts such assignment. 2. Neither Assignor nor Assignee may amend," modify, rescind, or terminate the Purchase Agreement without the prior written consent of the other party to this Purchase Agreement Assignment. 3. It it agreed that, anything herein contained to the contrary notwithstanding, (a) Assignor shall at all timew remain liable to Vendor under the Purchase Agreement to perform all the duties and obligations of the purchaser thereunder to the same extent as if'this Purchase Agreement Assignment had not been executed other than payment of the purchase price to the extent actually•paid by Assignee, (b) the exercise by Assignee of any of the rights assigned hereunder shall not release Assignor from its:duties or obligations to Vendor under SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0024156f EFTA01261454 SDNY_GA4_02754644 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241566 EFTA01261455 / FAA AIRCRAFT REGIFTRF-- CANTRA NO. 3 n LATE: 2 - / etc' R 0 0 0 0 0 0 0 0 5 4.5 the Purchase Agreement other than payment of the-purchase-price to the extent actually paid by Assignee, (c) Assignee shall not be obligated to make any payment other than an amount equal to the* purchase price of the Aircraft as shown on the Purchase Agreement and (d) the obligation of Assignee to purchase the Aircraft is conditioned upon acceptance.of the Aircraft by Asiignor and the fulfillment by Assignor of the conditions set forth in the Lease. • 4. At any time and from'time to time, upon the written request of Assignee, Assignor agrees to promptly and duly execute and deliver any and all such further documents and take such further actions as Assignee may reasonably request in orderto obtain the full benefits of this Purchase Agreement Assignment and of the rights and powers herein granted. 5. Assignor represents and warrants that the Purchase Agreement is in full force and effect and enforceable in . accordance with its terms and Assignor is not in default thereunder. 6. Assignor further represents and warrants that (a) Assignor may assign the Purchase Agreement without Vendor's consent or, if not assignable, consent has been obtained in the form of Annex A hereto, (b) the right, title and interest of Assignor in the Purchase Agreement so assigned is free from all claims, liens, security interests and. encumbrances, (c) Assignor will warrant and defend the assignment against lawful claims and demands of all persons, and (d) the Purchase Agreement contains no conditions under which Vendor may reclaim title to the Aircraft after delivery, acceptance and payment therefor. • 7. Assignor further represents and warrants that upon payment of.the purchase price of the Aircraft to Vendor'and the conveyance'of the Aircraft by Vendor pursuant to the Purchase Agreement, Assignee will hold title to the Aircraft free and clear of all claims, charges, liens or encumbraces whatsoever, excepting only the Lease, and Lessee hereby indemnifies and agrees to hold Lessor harmless from all claims, losses, liabilities, demands, suits, judgments or causes of action, and all legal proceedings, and any costs or expenses in connection therewith, including but not limited to the allocated charges, costs app-expenses of the Legal Department of Bank of America Nationals Trust and Savings.Association, which may result or arise in connection with title to the Aircraft. c 5408L SDNY_GM_02754645 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241567 EFTA01261456 . • SDNY_GM_02754646 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 0024156$ EFTA01261457 t'A piwADO). §oriCeon 02754647 0 0 0 o 0 0 0 0 6 4 6 _.• IN ;PITMEN WHEREOF, the parties hereto have CalMaithis Purchaee Agreement Assignment to be duly executed as ofthe,day and year first written above. - Ipi GREYHOUND CORPORATION B.A. LEASING CORPORATION (Assignor) . SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241569 EFTA01261458 SDNY_GM_02754648 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241570 EFTA01261459 — simirdivt:027§isir 0 0 0 0 0 0 0 0 6 4 7 Annex 1 to Purchase Agreement Assignment December , 1988 The Greyhound Corporation ' Greyhound Tower Phoenix, Arizona 85077 B.A. Leasing Corporation Two Embarcadero Canter, 28th Floor San Francisco, California 94111 Gentlemen: Reference is made to that certain Gulfstream IV Sales Agreement made as of June 17, 1987, by and between the undersigned, Gulfstream Aerospace Corporation, and The Greyhound Corporation (the •Sales Agreement•). The undersigned hereby consents to the assignment of the Sales Agreement by The Greyhound Corporation to B.A. Leasing Corporation, a Delaware Corporation. Sincerely yours, GULFSTREAM AEROSPACE CORPORATION By Title SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241571 EFTA01261460 SDNY_GM_02754650 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241572 EFTA01261461 TP - 0 (1.0 ° E7o1IBI4 19.4110§ DATED AS OF DECEMBER -29, 1988 BETWEEN THE GREYHOUND CORPORATION AND B.A. LEASING CORPORATION DILL OF 8474 KNOW ALL MEN BY THESE PRESENTS, that GULFSTREAM AEROSPACE CORPORATION, a Georgia corporation (hereinafter the •SELLER'), in consideration of the sum of ONE DOLLAR (81.00'. ind other good and valuable consideration to it in hand paid by B.A. LEASING CORPORATION (hereinafter the 'BUYER'), the receipt whereof. is hereby acknowledged, hereby sells to the BUYER, its successors and assigns, the Aircraft (G-IV, Serial Number 1085), together with the. engines installed thereon, described as Rolls-Royce engines, Serial Numbers 16291 (left) and 16292 (right), together also with all appliances, parts, instruments, appurtenance, accessories, furnishings and other equipment of whatever nature installed on said Aircraft pursuant to the Gulfstream IV Sales Agreement dated June 17, 198/ (said aircraft, engines, appliances, parts, instruments, appurtenances, accessories, furnishings, and other equipment being hereinafter collectively called the 'Aircraft'). SELLER hereby represents, warrants and agrees that it is the lawful owner of the full legal and beneficial title to the Aircraft; that the Aircraft is free from all liens and encumbrances; that SELLER has the right to sell the same as aforesaid and that SELLER will warrant and defend the sale of the Aircraft and BUYER's title thereto against all claims and demands of all persons. IN WITNESS WHEREOF, Seller has caused its corporate seal to be hereunto affixed and these presents to be signed by its duly authorized officer this day of 19 . GULFSTREAM AEROSPACE CORPORATION By: Its: 5408L SDNY_GM_02754651 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241573 EFTA01261462 SDNY_GM_02754652 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00241574 EFTA01261463 =P.?. k-' 7-7.:-C4-1?7T7 r - r, ,,r.,. .-; #;,-.. (.7 1. . :,;... 1.,Akj1111 .. . ..t. -RI .. .___ - -. .• . - :4)00130000 64.9 iKararT'd To masa DATED AS OF DECEKBER 29, 1988, BETWEEN THE GREYHOUND CORPORATION, AND%B.A: LEASING CORPORATION ACCEPTANCE CERTIFICAZE B.A. Leasing Corporation, IleSse refer to the abovrcaptioned Lease. Unless otherwise defined herein, or the context hereof otherwise requires, terms which are defined or defined by reference therein shall have the same meanings when used herein. Lessee does hereby certify to you as follows: 1. That it has inspected, received, approved and accepted delivery of the Airckaft under the Lease. 2. That the Aircraft is subject to and governed by all of the provisions of the Lease. 3. That its representations and warranties set forth in section 1.4 of the Lease are true and correct as of the date hereof as if such warranties were set forth herein in full. 4. That without limiting the requirements of the Lease, the Aircraft is in good order and condition and that Lessee has no knowledge of any defect therein with respect to design, manufacture, condition or in any other respect. IN WITNESS WHEREOF,- Lessee has caused this Acceptance Certificate to be duly executed and delivered by one of its officers thereunto duly authorized this 29th day of December, 1988. THE GREYHOUND CORPORATION By: Name Printed: Title: 54O8L • * -• • • • . . . + . SDNY_GM 02754653 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241575 EFTA01261464 SDNY_GM_02754854 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241576 EFTA01261465 J r“.:* e lg a t A IMS ••••••• o o0 d 0 60 0 6 5 0 EXHIBIT D TO LEASE. ' DATED AS OF DEMUR 29, 1988 BETWEEN THE GREYHOUND CORPORATION AND B.A. LEASING CORPORATION .s. -/7 :B.A. Leasing Corporation . Two Embarcadero Center - San Francisco/ California 'Attention:: Re: Lease Agreement dated as of December 29, 1988 B.A. Leasing COrporation as Lessor and _ The Greyhound Corporation as Lessee Gentlemen: • The undersigned is counsel for The Greyhound Corporation ('Lessee'), an Arizona corporation, having its prin&ipal place of business, in Phoenix, Arizona and in such capacity have examined counterparts of the documents executed by Lessee in zonnection with leasing of certain personal property pursuant tc the Lease (the 'Lease Agreement') dated as of December 29, 1988, between Lessee and B.A. Leasing Corporation ('Lessor'). We have examined the Lease Agreement, the certificates of offiders and representatives of Lessee and such other documents and papers as we have deemed necessary for the expression of the opinions contained herein. In such -examinations we have assumed the authenticity of all documents submitted to us as ' • originals, conformity to the original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such latter documents. Based on our. examinations mentioned above and relying upon statements of fact contained in the documents we have examined, we are of the opinion that: . • (1). Lessee is a corporation duly organized and existing under the laws of the State of Arizora, is qualified to do business in every state in which the quantity or nature of its -business or property make such qualification necessary, is in -good standing in each such state and has full and adequate corporate powers to carry on and conduct its business as now conducted. . (2) Lessee has full right, power and authority to execute and deliver the Lease Agreement and perform its obligations thereunder; and the execution and delivery of said 54O8L 02754655 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF-EA_00241577 EFTA01261466 4811 , WV?* ':!0 r -,,;77d1'5,1Yr: • , SDNY GA4_02754656 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241578 EFTA01261467 111111111111111, • C. .-• 4 000O o a a 6-S I . • • • • .bealissivAgreement--bV LeSseadoes not, nor Will the observance or :performance of any of -the proilscOni of suaILease Agreement, .cciatravene any charter or by-law provision of Lessee or of any indenture; covenantor agreement of Lessee or affecting any of - ite :Properties known to us. --. • (3) The Leckie Agreement has been duly authorized, executed and delivered by and on behalf of Lessee and constitutes the valid and binding agreement of Lessee enforceable against Lessee in accordance -with its terms, subject to, applicable bankruptcy, insolvency, moratorium, reorganization or other, similar law affecting creditors' rights generally now or hereafter in effect. , -(4) No consent or authorization of any government, governmental body or agency or any sdligidivision thereof is required in connection with the lawful execution and delivery of the Lease Agreement by Lessee, or the 'performance by Lessee of its obligations thereunder, or if any such consent or authorization is necessary the same has been obtained. (5) To our knowledge there are, as of the date hereof, no actions, suits, or proceedings (whether or not-purportedly on behalf of Lessee) pending, or to our knowledge, threatened against or affecting Lessee, at law or in equity or before any Federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, which involve the possibility of any judgment, or liability, which items are not fully covered by insurance, or which may result in any material adverse change in the business, operations, properties or assets or in the condition, financial or otherwise, of Lessee, and .we have no knowledge of any default on Lesree's part with respect to any order, writ, injunctinn or. decree of any court or Federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, which may result in such material adverse change. Very truly yours,• 5408L SDIsiY_dM 02754657 — — SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241579 EFTA01261468 rf. SDNY GM 02754656 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241580 EFTA01261469 • ;Vas 240r.AW.2),t,rt-C2.- 0 0 0 0 0 0 0.0 6 :b-0- 2 RIRRUirr R RO=BE DATED AS OF DECEMBER 29, 1988 BETWEEN THE GREYHOUND CORPORATION AND B.A. LEASING CORPORATION $UPPLEMENTAL OFFICER'S CERTIFICATE TO: B.A. Leasing Corporation,- Please refer to the Lease dated December 29, 1988 between . The' Greyhound Corporation and B.A.. Leasing Corporation. Unless otherwise defined herein, or the context hereof otherwise requires, terms which are defined or defined by reference therein shall have the same meanings when used herein. The undersigned, the of Lessee, on behalf of Lessee, does hereby certify to you as follows: 1. That it has inspected, received, approved and accepted delivery of the Avionics under the Lease. 2. That the Avionics are subject to and governed by-all of the provisions of the Lease. 3. That it has paid to for the Avionics the entire purchase price of 5 4. That it has paid use tax in the aggregate amount of 5 to Arizona with respect to the Aircraft. 5. That its representations and warranties set forth in Section 1.4 of the Lease are true and correct a■ of the date hereof as if such warranties were set forth herein in full. 6. That without limiting the requirements of the Lease, the Aircraft and the Avionics are in good order and condition and Lessee has no knowledge of any defect therein with respect to design, manufacture, condition or in any other respect. • 7. That no Event of Default or Incipient Event of Default has occurred under the Lease. 5408L 3 SDNY_GM_02754659 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241581 EFTA01261470 - "-- SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241552 EFTA01261471 D..00 0 0 0 0 IN WITNESS WHEREOF, Lessee has caused- this Supplemental Officer's Certificate to be duly executed and delivered by'one of its officers thersunto duly authorized this day of SDNY GM_02754661 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10,-15, and 17 EFTA_00241583 EFTA01261472 - - SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241584 EFTA01261473 ..i4dr4;‘%104.4 0 0 0 0 O. O. 0 0 6 S riumr r TO Liars DATED AS OF DECEMBER 29; 1968 BETWEEN THE GREYHOUND CORPORATION AND • LA: LEASING CORPORATION RETURN CONDITIOM I. Condition. Upon Return to Lessor the Aircraft will: A. s-9 ORNEZE1 -(1) Be clean. (2) Have-installed the full complement of engines and other equipment, parts and accessories and loose equipment as would remain installed in such Aircraft, and shall be in a condition suitable for operation in commercial service, all installed systemi to be fully operational. (3) Have in existence a valid and existing Certificate of Airworthiness with respect to the Aircraft issued by the FAA. (4) Comply with the manufacturer's original specifications therefore, as revised up to the Expiry Date. (5) Have all outstanding airworthiness directives and mandatory orders affecting the Aircraft issued and which require compliance or termination within one (1) year after the redelivery date hereof accomplished, and all pilot discrepancies cleared from the logbook. (6) Have installed all applicable vendors' and manufacturers' service bulletin kits installed. (7) Be painted as specified by Lessor, to industry standard and acceptable to Lessor. B. Fuselaae. Windows and Doors (1) Have fuselage free of major dents and abrasions, scab patches and loose or pulled rivets. (2) Have windows properly sealed and free of delamination, blemishes, and crazing. 5408L SDNY_GM_02754663 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00241585 EFTA01261474 SDNY_GM_02754864 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241586 EFTA01261475 A iett47.. . - • k.1.• • --- 0: 0 0 ILJ (3). Have0 door 0 s free-=‘,....j, .euti.Sectly rigged and fitted With serviceable seals. C. Winos and Enennaor (1) Have all wings with leading edges free from -.damage. (2) Have all control surfaces waxed and polished to industry' standard.. (3) Have all unpainted cowlings and fairings polished to induitry standard. (4) Have wings free of fuel leaks, with no temporary repairs.. D. Interior 11) Have ceiling, sideman, and bulkhead panels clean and free of cracks and stains. (2) Have all carpets and seat covers in good condition, clean and stain free and meeting FAA fire resistance regulations. (3) Have all seats serviceable, in good condition with frames repainted as necessary, and meeting FAA fire standards. (4) Have all signs and decals clean, legible, and in English. (5) Have all calendar life limited emergency equipment with a minimum of one year life remaining. (6) Have all galleys and lavatories clean, free of leaks, with all equipment operational and all damages properly repaired. E. Cockpit (1) Have all decals clean, secure, legible, and in English. (2) Have all fairing and instrument panels free of stains and cracks, clean, secure and repainted as necessary. SDNY_GM_02754665 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241587 EFTA01261476 SDNY GM j027§16a SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241588 EFTA01261477 gym- s t ill.M4! -TNTE: 2 J-%/ - al e - 0 0 0 0 0 0 0 0 6 5 6 (3).. Have:floar.ceverings clean and effectively sealed. (4) - HiOe seat covers in good condition, clean and conforming to FAA Sire resistance regulations. (5.) Have seats fully.serviceabla and frames repainted as necessary. ' • Carte Compartments , (1) Have all panels in -as good condition as on .delivery. (2) HAVe all nets installed and in good condition. Landing Gear and Wheel Wells -(1). Be clean, free of leaks and repaired as necessary, and. coated with corrosion inhibitor. (2) Have all decals clean, secure and legible. corrosion (1) Have been, within ninety (90) days prior to return inspected and treated for corrosion in accordance with manufacturer's recommendation, and at return, entire surface of the aircraft will be free from corrosion. (2) Have fuel tank, free from contamination and corrosion, and a tank treatment program in operation. II. Documentation. .Lessee will redeliver all of the currently' revised: A. Current Illustrated Parts Ca logue, including Airframe and Engines on mi ofilm or hard copy. - B. Current Maintenance Manual in microfilm or hard copy. C. Current Structural Repair Manual on microfilm or hard copy. D. Wiring Diagram Manual on microfilm or hard copy. E. FAA approved Flight Manual in hard copy. F. Flight Handbook in hard copy. G. Aircraft Performance Manual in hard copy. M. Weight and Balance Manual in hard copy. 5408L SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00241589 EFTA01261478 SDNY_GM_02754668 SUBJ TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241590 EFTA01261479 o 0-6 ovo 0 0"6 . 5 7 Open Airvorthinese and Modifications Operational Specifications in hard copy. Current.itetds of all'time controlled, on condition monitored units which are on the aircraft and engines in bard copy. Cross reference list of operator's part number to manufacturer's part number on microfilm. One copy of all FAA forms 337 required. Aircraft an& engine Time Status report. SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00241591 EFTA01261480 1 AA 18,3A, RI,,,ISTRY C.ADT RA IT. 0 DATE: E a. - . , • . • . . . • ••• SDNY GA4_01154670 '- SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10,-15, and 17 .5 -.2 EFTA 00241592 EFTA01261481 ' FAA AIRCRAFT REGISTRY CAMERA NO. 3n, DATE: 2 / e99 4. 0 0 0 0 0 0 0 0 6 5 8 AggiprAncs CRItPTPTCATR TO: 8.A. Leasini Corporation, Please refer to the above-captioned Lease.- Unless otherwise defined herein, or the context hereof otherwise requires, terms which are defined or defined by reference therein shall have the'same meanings when used herein. Lessee does hereby certify to you as follows: • 1. That it has inspected, received, approVed and accoprd delivery of the Aircraft under the Lease. 2. That the Aircraft is subject to and governed by all of the provisions of the Lease. A 3. That its representations and warranties set forth in- w Section 1.4 of the Lease are true and correct as of the date hereof as if such warranties. were set forth herein in full. 4. That without limiting the requirements-of the Lease, the Aircraft is in good order and condition and that Lessee has no knowledge of any defect therein with :respect to design, manufacture, condition or in any other respect. IN WITNESS WHEREOF, Lessee has caused this Acceptance Certificate to be duly executed and delivered by one of its officers thereunto duly authorized this 29th day of December, 1988. 5485L THE GREYH9UND CO PION EY: Nam Title: inted: R. G. Nelson lee President-Treasurer ,5" - f •—• • • _ gDNY GA4_02754671 • SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241593 EFTA01261482 SDNY_GM_02754672 iseniititeir:„REGO ' '' iis :<2-' Ct3ERA-110. 3 /: DATE: 3 .'. / - 99 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241594 EFTA01261483 • • - SDNY_GM_02754673 - IDINTESSTATIDIOR IMERICA DEP ' 0 0 -16. I' 4 - • all AltTIMI LIIOETTAT= • , ' AMOIAFT RE.Y . TPATISTI APPLICATION curt. ISSUE DATE UNTIEDSTATES II RECaniallpi MW II 9GA - 44 . 1 1 Amman umasnennen A MODS. _Golfs G IV U SEI 27'E9. nnul SHOAL No. 1095 FOR FAA LISS ONLY TM C• MOMS gN pea as Oa, o 1. ironvidial a t. ParloorolOp IS 3. CorpororlOs 0 4.1:00~ 0 D Deo • •MAIIIW AMILICONT p. .w Moon at rotlecoar ownsophip. I NOS p.r .ramOil nom End MIAs saw B.A. leering Corporation ADORE= I'S Maw afkom kr DTA ntIlown mod ) Norte and - Two arbarcaclar0 Center 10th Floor Rai RavIc San FtarcisOD STATE CA ZIP CODE 94111 0 CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS Al030.0111 Rat Ow ISA. olalmort Yds* alpine MS sppllaren A lam or Dorian WWW os Teo Soorlion in NM derAlaake nay bo porno ea. porsaemoni Or nor YO/co Irrorrroorroot N.S. Cads. TRY III. Sac. VMS glaES ESN UWE CERTIFY: III Tor no gen oven is Trod by es oessairronsnrIbini. too tc Crock ono a• soarconolo . x) A Sean er Ms Done" ewe. b. 0 A rootory ear, !SD alleworoDumion (Rim I -I SI cramp 1400 SID . U 4 Icniroopoold crown:km wawa ar4 Oros Deans ~MSS SiRN@ orproseaFt ND oaf thin" la tow one DYnorks void In OrsUnlool Sons Royaln alined . tom. a. aoh•tio lo• innarclson S 05 The le sinnn to an npaapna VISO/ M. an 0 any *Dr terost onS TM NOD althea or crash,' Snood whits tom SW arm vs nous Anatanarniremilen • IC / IC N astod SW "Same . DPI- Ili•Inrie•kitilVa . Ili Vial b r a a g i SIONAMSIC — -1 mai President aim 332/ a glo, nn 1111E DATE • , OGRATURE TIME DATE WITL Pr...DM roodo1 al a's Corilfka a/ Ablaftilloprbsion. V. awn Ma te anti •-•• • arm not 1) sow Si (0 ary. awing oNol's Ilto OS MK a y or Ism ROOD ill% news be word by Fo •Ao at. SUBJECT TO TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00241595 EFTA01261484 FAd'ATRtpAtr REGISTRY CAMERA NO. 3 n DAIE: 2 - / - .99 SDNY GM 02754874 --- SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10,-15, and 17 EFTA_00241596 EFTA01261485 -3-1 MEI AIROILID OM R TZ34029 CEP parr tot,' It cc I 4. WitTED STATES OF ANIMA Otilltrisee my OF TRANSPORYMTIOINI AIRCRAFT SILL OF SALE FOR AND IN CONSIDERATION or IOtIOVC OAT rer:=1:-?.`74:70,11412, ,rig;13 CRISCO AS FOLLOWS. aunconas moat 44%A MHO STASH - • AICRAFTGMM°A _OSPEL ER ACE GI AIRCRAFT SERIAL 5 DOLS THIS , DAY GI 04 88 ARREST SELL. GRANT. TRANVIA AND' DILIVER ALL RIGHTS. MLR. AND INTERESTS IN AND TO SUCH AIRCRAFT WOG, . —Wng AND ADDReu 0, 089 PST_ ' FrAL ' 1 41.4 0 0 0 6 I 3 • d 9 5 9 8 i ‘ r gg ide o FOR FAA UTZ ONLY B.A. LEASING CORPORATION TWO ERBARCADTRO CENTER 'SAN FRANCISCO. CA 94111 ORALS. CCRTIFICATI MAIMS AND 0 1 •CS EXECUTORS. ADMINISTRATC•M AND ASSIGNS 10 MATS AND ID HOLD, SINGULARLY VAC SAID AIRCRAFT FORCVCR. AND WARR/UM 1146 TITLE THIRCOT. IN TESTIMONY VAICIStOr I HAVE SETH NAND AND SEAL TNtt10, DAY Oladare GI es. nAMMISSICI S LA R Inn. a. Hann) A UR In sHI Iv ..... He ”.......A..... .. an ... ...... am ml Inns •.! Acv.) .... . O4PORATION . . VICE PRESIDENT. .. _. . .. ACICNOWLECIGHENT Ger emLnate 90.. Anson ea Au •••••••••• I •••••••••• WM se •••••••• • A saw woe 'warn sr yam mow••••••..n4 ORIGINAL: TO FAA 4. SDNY GM_02754675 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00241597 EFTA01261486 FAA AIRCA CAMERA NO. Z5 dr tAlt: £}- itHeliV1NO All0 VUOI-PCINO 80. NV ze II- .6Z 20- ai,kais.tl-14vaeanc-. Y'14 11.1.1/A 93111 . -aotaAansoo. SDNY G04_02754676 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241598 EFTA01261487 wr- e0 FAA All W 3 CAMERA NO. 3 rkAEE1/2 / B ER Mike LIONOnet P.O. In. 35501 Aercevarca' Carter poMng Ce/ Okla MOM' 771.25 C-ulc:519-0Arn Cloaspve toep f. o a;.).04) Ga 5/4O; - A-14-1,1 ; ph; 1 AO+ Assignment of Registration Mark United States identification mark N SPJ2 Sin_co has been &seismid aircraft. as requested by This manufacturer's assignment of special registration number cannot be used as an authorization for a number change. • C\-lo Q, t-11./ t51"1 I s /I it SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241599 EFTA01261488 • -- • - • ---- ---- SDNY GM 02754678 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241600 EFTA01261489 r FAA AIRCRAWIBEC CAMERA. RO. 3 o/ -DAtE: R - #9 Hz UNIT I FILENAME1-RC00$4 INBOUND MESSAGE 1891' RCV LN 1 FAA AC OKC GULFAERO SAY TL F878 10/25/88 FAA AIRCRAFT REGISTRY. OKLAHOMA CITY. OKLAHOMA THE FOLLOWING' NUMBERS ARE ON HOLDWITH FEES'PAID. PLEASE ASSIGN AS FOLLOWS: • GULFSTREAM MODEL GIV S/N 1048 N448GA GULFSTREAM MODEL GIV .S/N 1085 N449GA GULFSTREAM MODEL GIV S/N 1086 N4606A GULFSTREAM MODEL GIV S/N 1087 N4616.A. PLEASE SEND CONFIRMATION OF ASSIGNMENT TO THE ATTENTION OF THE UNDERSIGNED. MANY THANKS. ARDS. PHIL HOLT GULFSTREAM AEROSPACE CORPORATION P. 0. BOX 2206 804 SAVANNAH, GEORGIA 31402 2206 GULFAERO SAV FAA AC. OKC DURATION. 125 sees LISTED 13152 CDT "". '.••• •••41126'" / --TSDNY GNL615409 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241601 EFTA01261490 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10,15, and 17 EFTA 00241602 EFTA01261491