EFTA Document EFTA01328713

UNITED STATES OF AMERICA - DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION —MIKE MONRONEY AERONAUTICAL CENTER AIRCRAFT REGISTRATION APPLICATION lIMTED STATES N REC145114A"C" 430D /RASA Ines RE NINO El I. Weekidul 0 2. Pasta a & Oneeettn 0 4. CeOsnit ft tee/ 13 I. Ovanvert 0 1. LISS Ugly Caws" MC) 0 S. Snake CaTenlak 0 .. NontairentreeeneenCoOrw AMOY*" MANUFACIURER Beg CO AND MODEL AIRCRAFT SERIAL 49078 NuaNER µWC% CF APPUCNIRS) peoce(s)shosei co radon:* al cmesitip. U nivial. Os NM remittal rand RCM MIL] EASTERN STEARMAN, INC.-WISE& 44 ;b4 a ss it4CIWielvol cArat;41 hte rb i otat OV4P4S liatt las- ) itgAti• IhtuAnsAa- Mal Mae% 13 pa kal Tame& MILER (703 )737-6373 SWUM NtlINER RURAL cpy ADDRESS Reidermni mine Nines b aft apron en la) 42061 BALD HILL ROAD MO STREET ROUTE P.O. SOX sip LEESBURG ern: VA 20176 WYSE& NUMBER OCSCRIPI1ON LOC/JEN CITY ADDRESSUCATION FPO SOX OR RUM ROUTE SOK veep FOR We MG ADORFQ NO STREET' Or STATE IP K CHECK HERE IF YOU ARE avi y REPORTING A CHANGE OF ADDRESS VAIE (1) IN fl) (4) I hereby bate/ Naafi Most* neeleni 3571). afilifiralliai COMFY: Thy re above Rae • peed by tom*01*W scolean Mam(I tST CHECK/00DX* MOM. Fir Chi. if_CD 0.. Amain of re wan suites as amens win, uSC aoinis) El b. A sift* Air *eaten recturnan Tony 1461) No, pc A nonmezOnCOMOMai orgeneod ma don; burnsta wait IN Mn • Mood MI IMMO* Mod m I. umm SUM. Resifts a Rte love of MOM rid sad small we name id nspeccon of I pro.bee comma* OMM• Memo) O d A COMMOm mom • whip MAIM guilty. FMK nom 0nalmo IOW C a deem 4Mo:fad t IN pea. 801* any OW e" MeneMee byre abates 108e e*MM le MT Onanee deeMWOO wile mok ovum wawa, m *mot d no rep mg OM led proves en in 84honrotaill.O.0004 The I. 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TYPED/PRINTED NAME: Stephen k Berkman TITLE president Frew ,ftt SIGNATURE: DATE: TYPED/PRNTED NOTE: FAUN whin the mast want npbttsdts stied alreraft Is Rand a cant 14 CFR 4121(c) Paftles loran LIMIT/ US *craft to be operated for app to 90 days GNI the Untad Nits when a copy of the slgrWrd applIcatIon for as ft etratIon le carded In to *craft while saaldng Suva and receipt or ten,. reipttrated certificate AD Tea woos rail SDNY_GM 02756927 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 Accepted CW Jun/02/2021 EFTA_00243849 EFTA01328713 AllO VIIION v7)40 b I kd SZ SYR itet 88 NOii•/iy1Sl934 11V08111 VVd 1 81N031id SDNY_GM_02756928 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243850 EFTA01328714 DOCUMENT LEVEL ANNOTATIONS FEE: 76090010803, $5, 3/25/2021 SDNY_GM_02756929 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243851 EFTA01328715 SDNY_GM_02756930 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243852 EFTA01328716 DomiSIgn Envelope ID: 7MA72C6-A1C1-4E3F-A884-953E072493A9 UNITED STATES OF AMERICA U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRAT/ON AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF S I& OVC THE UNDERSIGNED OWNERS) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N430D AIRCRAFT MANUFACTURER 8 MODEL BELL 430 AIRCRAFT SERIAL No. 49078 DOES THIS ZS DAY OF March 2021 HEREBY SELL, GRANT. TRANSFER AND DELIVER ALL RIGHTS, TITLE. AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: FORM APPROVED ow NO. 2120-0002 06/31/2008 Do Not WIN In TM SW FOR FM 118E ONLY PURCHASER NAME AND ADDRESS OF POIVIDUAL(S). GIVE LAST NAME. FIRST NAME. MID MIDDLE INITIAL) EASTERN STEARMAN, INC. TRUSTEE 42061 Bald Hill Road Leesburg, VA 20176 DEALER CERTIFICATE NUMBER AND TO ITS SUCCESSORS - EXECUTEIRScADMINISTRATORS. AND ASSIGNS TO HAVE MID TO HOLD SINGLIARLY THE SAD MRORAFT FOREVER AND WARRANTS TIE RILE THEREOF: ▪ DESTMONYWITEREOF I HAVE SET MY HAND MerSCAL THIS Z5 DAY OF 6-A. o-rci-, tCYVt Ce - 1 to NAME(S) OF SELLER (TYPED OR PRINTED) SIGNATURE(S) (IN VW) (IF EXECUTED FOR CO.OINTOSHRT. ALL MUST MON.) TITLE (TYPED OR PRIMIED) 1333712 ONTARIO INC. FORFIGN OWNF RI SEVER L a a ai ICSMKORONii Robin MuscatMer Pmeldert ACIOTOVAJ3:F3MENT (NOT REQUIRED FOR PURPOSES OF FM RECORDING: HOWEVER MAY BE REQUIRED BY LOCAL LAW FOR VMElfrY OF TIE INSTRUMENT.) ORJONAL: TO Fa AC Form 8050-2 (W92) (NSN 0052-00429-0000) Supersedes PrevIcus Eileen *including two ROLLS ROYCE 250-C40 engines bearing the manufacturer's serial numbers 844167 & 844169 CW019615 Conveyannu Runordnd Jun/02/2021 10:33 SDNY_GM_02 756931 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243853 EFTA01328717 VIN0HM0 A113 VIA/0VFIV1M0 bl SZ UN 1111 88 N0I14dISI93ti 1.4O81 bbd H)1I ,1lhi 0V3111 SDNY_GM_02756932 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243854 EFTA01328718 Doa,$gn Envskos 11172A/380-25.57-10E1-65A5-8807FC5607116 UNITED STATES OF AMERICA US. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADM LNISTRATION AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF S I &OK THE UNDERSIGNED OWNER(S) OF THE FILL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED SLATES REGISTRATION NUMBER I N430D AIRCRAFT MANUFACTURER & MODEL BELL 430 AIRCRAFT SERIAL NUMBER 49078 DOES THIS 24 DAY OF CLA.o.,-Al-s , 2021 HEREBY SELL. GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND LNITIRESTS IN AND TO SUCH AIRCRAFT UNTO) PURCHASER NAME AND ADDRESS (IF INDIVIDUAL(3), GIVE LAST NAME. /7 EST NAME. AND MIDDLE LNMAL) 1333712 ONTARIO INC. DEALER CERTIFICATE NUMBER AND 70 ITS SUCCESSORS AND ASSIGNS TO HAVE AND TO HOLD SLNG DEARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND ANEISEA4. THIS 25 DAY OF Mo.n.1.1 , ?MI NAME(S) OF SELLER (TYPED OR PRINTED) SIGNATURE(S) (IN INK) (IF EXECUTED FOR CO- OWNERSHIP, AI .L MUST SIGN.) TITLE (TYPED OR FAINTED) cd QIR AIR RESOURCES, LLC r'"""w Mari Isnitisu4, 1/4-- teOlniiatekkle Mark bracken MANAGER iml ga 10 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 'including two ROLLS ROYCE 250-C40 engines bearing the manufacturer's serial numbers 844167 & 844169 PROVIDED BY AEROtitle CW019614 Conveyance Recorded Jun/02/2021 10:33 SDNY_GM_02756933 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243855 EFTA01328719 VWOHV1N0 VIIOHV1)10 El lid S WIZ as NOLVOISIODI IMI3/31V Vdd HUM (131I1 SDNY_GM_02756934 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243856 EFTA01328720 DowStgn Envelope ID 8201D233-CC10-483E.9722.840EF291ED8F DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION THIS FORM SERVES TWO PURPOSES: PART I acknowledges the recording of a security con. ey Ince covering the collateral shown. PART II is a suggested form of release which may be used to release the collateral from the term. of the conveyance. PART I- CONVEYANCE RECORDATION NOTICE NAME (last name first) OF DEBTOR QIR AIR RESOURCES LLC NAME and ADDRESS OF SECURED PARTY/ASSIGNEE CMG BEI.1A30 49078 LLC NAME OF SECURED PARTY'S ASSIGNOR FAA REGISTRATION NUMBER N430D AIRCRAFT SERIAL NUMBER 49078 AIRCRAFT MFR. (BUILDER) sad MODEL BELL 430 ENGINE MFR. sad MODEL ROLLS ROYCE 250-C40B ENGINE SERIAL NUMBER(S) CAE844I67 & CAE844I69 PROPELLER MFR. and MODEL PROPELLER SERIAL NUMBER(S) THE SECURITY CONVEYANCE DATED 05/07/2020 COVERING RECORDED BY THE FAA AIRCRAFT REGISTRY ON THE ABOVE COLLATERAL WAS 07/28/2020 AS CONVEYANCE NUMBER OT024156 FAA CONVEYANCE EXAMINER PART II — RELEASE — (This suggested release form may be executed by the secured party and returned to the FAA Aircraft Ftegbtry what the terms of the couveyance have bete satisfied. See below for additional information) THE. UNDERSIGNED HEREBY NOTE OR OTHER EVIDENCE DESCRIBED COLLATERAL CONVEYANCE. ANY TITLE TRANSFERRED, AND ASSIGNED PARTY IF THE CONVEYANCE IMPLIED BY REASON OF A PERSON SIGNING FOR MUST SHOW HIS TITLE. REGULATIONS (14 CM) CERTIFIES AND ACKNOWLEDGES OF INDEBTEDNESS AND THAT THE SAME RETAINED IN THE COLLATERAL TO THE PARTY SHALL HAVE BEEN EXECUTION OR DELIVERY DATE OF SIGNATURE TITLE THAT HE IS THE TRUE AND LAWFUL HOLDER OF THE SECURED BY THE CONVEYANCE REFERRED TO HEREIN ON THE ABOVE- COLLATERAL IS HEREBY RELEASED FROM THE TERMS OF THE BY THE CONVEYANCE IS HEREBY SOLD, GRANTED, WHO EXECUTED THE CONVEYANCE. OR TO THE ASSIGNEE OF SAID ASSIGNED: PROVIDED, THAT NO EXPRESS WARRANTY IS GIVEN NOR OF TINS RELEASE. RELEASE: 0 3 /2-571-0 2._l (MG BELL430 49978 I.I.0 (N fin kik) • cla argi.DITY HOLDER) i tc 'e-.. Shawn Chcmtov MANAGER ass A CORPORATION MUST BE A CORPORATE OFFICER OR HOLD A MANAGERIAL POSITION AND A PERSON SIGNING FOR ANOTHER SHOULD SEE PARTS 47 AND 49 OF THE FEDERAL AVIATION PROVIDED BY AEROtitle 0 a 2 8 to N O 0 SDNY_GM_02758935 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243857 EFTA01328721 Vii101-11N0 A110 VIAIOHV1NO LI Nd SZ HE1 NOlivziiS1038 131/808IV VVd HUM 03111 SDNY_GM_02756936 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243858 EFTA01328722 DOCUMENT LEVEL ANNOTATIONS SEE RECORDED CONV#OT024156 DOC ID 1937 SDNY_GM_02756937 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243859 EFTA01328723 SONY_GM_02756938 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243860 EFTA01328724 CocoSoon Envelope ID: 8A33028A-442E-4307-81AF-EADCS4EF10 72 0 us. Domain etreinarersisaa tradwat Meade. Adadelatmdee ASSIGNMENT OF SPECIAL REGISTRATION NUMBERS Special Registration Number N4300 Aircraft Make and Model BELL 430 Present Registration Number N3311E Saial Number 49078 Issue Date: Jul 28,2020 ICAO AJRCRAFT ADDRESS CODE FOR N430D • 51221551 llan is your wholly to dump the Dotted State, registratiem number on the about descrtlxd QTR MR RESOURCES LLC 101 S 200 E STE 101 aircraft to the "cad registration numta shown. SALT LAKE CITY UT 84111.3107 lininitilinlimiloilkain1111•01.8Milkinolln1 Carry duplicate of the form in the Saari together sub the old registrable, califiCate as !Men° authority to operate the aitrall pending receipt of revived can:lute of atrcreft tegnusaten. The Nine FAA Fenn 81506, Applkadoe For Airworthiness on ere le dated: Apr 26.2001 The Airworthiness classiflortIse sod category: STD TRANSP INSTRUCTIONS: SIGN AND RETURN THE ORIGINAL of this torn to the Civil Aviation Registry, Aircraft Registration Branch, within 5 days alter the special registration number is placed on the aircraft. A revised certificate of aircraft registratioo will then be issued. Obtain a revised certificate from District Office. of arrsorthiness your warm Flight Standards The authority to at the special number expires: Jul 28, 2021 CERTIFICATION. I Certify Wen: the special registrstm reenter eu placed RETURN FORM TO: en the aircraft dais/id:4 abo.c. Civil Minion Registry 0.4.36n4 by Aircraft Registration Branch P.O. Box 25504 Sloan of Ovmcr: (1 14404 Isriulson. Oklahoma City, Oklahoma 73125-0504 ininitle:2420 . iylar V, bracisp.A Tale of Orme: intg_Anti - oe...‹. Date Placed on Mask 30 3uly 2020 I 3:04 PM POT M. VOIDS NSF MOOS) Sapenalin Mtge EMS Return Certificate of Registration to LA.T.S 0 4111 rt O 111. ozoz/oT/dos SDNY_GM_02756939 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0024386 I EFTA01328725 11140HVZIO tit.10iitil;f0 :7;75i i(L) etiSji 513E811:4(1V8:111 tvd Hum 031;2 SDNY_GM_02756940 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243862 EFTA01328726 A S Insured Aircraft Title Service, Inc. FEDERAL AVIATION ADMINISTRATION CENTRAL RECORDS DIVISION OKLAHOMA CITY, OKLAHOMA Date: Dear Sir/Madam: Please Reserve N Akag 7, goad in NAME ONLY for: Please Assign N 430D N 331JE Make Bel: Which is (1) being purchased by OIR Air Resources, LW 101 South 200 East, Suite 101 Salt Lake City, UT 84111 N# CHANGE REQUEST to the following aircraft Model 430 X (2) registered to Serial # 49078 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 reservatiorV8050-64 form to Insured Aircraft Title Service, Inc. in the Public Documents room of the FM. Additional Information: Requested by: Kelli Schmidt Fee: $10.00 Escrow Agent 201281148064 $10.02 G5107/2020 SDNY_GM_02756941 Accepted AB Sop/10/2020 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243863 EFTA01328727 VINO HV1Y 0 A110 VIN0HV1)10 la :II KY L- IN (11.0/ illi N0I1V211S193i1 1O113illY VV1 HUM 03111 SDNY_GM_02756942 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243864 EFTA01328728 U.S. DEPARTMENT OF TRANSPORTATION FEDERAL. AVIATION ADMINISTRATION CROSS-REFERENCE-RECORDATION ItECORDED CONVEYANCE FILED IN: NNUM: 3311E SERIAL NUM: 49078 BELL MFR: MODEL: 430 AIR CARRIER: This form is to be used in cases where a conveyance covers several aircraft and engines, propellers, or locations, Ede original of this fonn with the recorded conveyance and a copy in each aircraft folder involved. TYPE OF CONVEYANCE AIRCRAFT SECURITY AGREEMENT DATE Exrcutia) MAY 7, 2020 FROM QIR AIR RESOURCES LLC DOCUMENT NO. 0T024156 TOOR ASSIGNED TO CMG BELL430 49078 LLC DATE RECORDED JUL 28, 2020 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: Total Aircraft: I Total Engines: 2 Total Pratt: Total Spare Pans: N33IJE ROLLS 250-C40B CAE844167 ROLLS 250-C40I3 CAE844169 REG AR.2.3R (0809) SDNY_GM_02 758943 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243865 EFTA01328729 SDNY_GM_02756944 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243866 EFTA01328730 Certified Copy to be Recorded by FAA Aircraft Security Agreement between QIR AIR RESOURCES LLC as the Grantor and CMG BELL430 49078 LLC as the Secured Party Dated as of May?, 2020 (N331JE) ACTIVE 50063530,1 201281148064 G5107/2020 OT024156 Conveyance Recorded Jul/20/2020 03:09 PM FAA SDNY_GM_02756945 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243867 EFTA01328731 ViNI0HV1)10 A113 ViN0HV1)10 EZ 4101 L- LYW osi v9 N0I1VS/S19311 1O11011V VV1 HUM 03111 SDNY_GM_02756946 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243868 EFTA01328732 TABLE OF CONTENTS ARTICLE 1. GRANT OF SECURITY INTEREST Section 1.1 Grant of Security Interest Section 1.2 Grant Effective Section 1.3 Filing of Financing Statements and Continuation Statements Section 1.4 Delivery & Acceptance Section 1.5 Additional Documents, Information ARTICLE 2. COVENANTS Section 2.1 Registration and Operation Section 2.2 Records and Reports Section 2.3 Maintenance of Aircraft Section 2.4 Replacement of Pans Section 2.5 Alterations. Modifications and Additions Section 2.6 Maintenance of Other Engines Section 2.7 Payment of Obligations Section 2.8 Change of Name or Location swoon2.9 Inspection Section 2.10 Aircraft Registration Section 2.11 Tracking by FlightAware Section 2.12 Late Payments Section 2.13 Transaction Expenses ARTICLE 3. EVENTS OF LOSS Section 3.1 Event of Loss with Respect to the Aircraft Section 32 Event of Loss with Respect to an Engine Section 3.3 Application of Payments from Governmental Authorities or other Persons Section 3.4 Rights Assigned ARTICLE 4. INSURANCE Section 4.1 Insurance Section 4.2 Requirements Section 4.3 No Right to Seff.Insure Section 4A Notice of Loss or Damage; Application of Proceeds Section 4.5 Reports. Policies. Certificates Section 4.6 Attorney-in-Fact ARTICLE S. EVENTS OF DEFAULT AND REMEDIES Section 5.1 Events of Default; Remedies Section 5.2 Remedies Section 5.3 Remedies Cumulative Section 5.4 Grantors Waiver of Rights Section 5.5 Power of Attorney Section 5.6 Distribution of Amounts Received After an Event of Default Section 5.7 Suits for Enforcement ARTICLE 6. REPRESENTATIONS AND WARRANTIES Section 6.1 Representations, Warranties and Covenants of Grantor ARTICLE 7. SECURITY INTEREST ABSOLUTE Section 7.1 Security Interest Absolute ARTICLE 8. MISCELLANEOUS Section 8.1 Governing Law Section 8.2 Notices Section 8.3 Time of the Essence Section 8.4 Limitation as to Enforcement of Rights. Remedies and Claims Section 8.5 Severability of Invalid Provisions Section 8.6 Assignment Section 8.7 Benefit of Parties; Successors and Assigns: Entire Agreement Section 8.8 Further Assurances Section 8.9 Performance by Secured Party Section 8.10 Indemnity Section 8.11 Amendments Section 8.12 Waiver of Jury Trial Section 8.13 Counterpart Execution, Joint and Several Liability Section 8.14 Substitution ARTICLE 9. DEFINITIONS ACTIVE 50005304 SDNY_Gld_0275694 7 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243869 EFTA01328733 SDNY_GM_02756948 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243870 EFTA01328734 Section 9.1 Exhibit A ACTIVE 5006353. Definitions Form of IDERA 2 SDNY_GM_02756949 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243A71 EFTA01328735 SONY GM 02756950 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243872 EFTA01328736 Aircraft Security Agreement THIS AIRCRAFT SECURITY AGREEMENT ("Agreement") is made and entered into as of May 2, 2020 by and between CMG BELL430 49078 LLC, a Florida limited liability company with an address of 4141 NE 2 Ave 4204-A, Miami, FL 33137 ("Secured Party) and CUR AIR RESOURCES LLC with an address of 101 South 200 East. Suite 101, Salt Lake City, UT 84111 (*Grantor,. Capitalized terms not otherwise defined herein have the meanings given in Article 9 hereof. RECITALS A. Pursuant to a Note by the Grantor, in favor of Secured Party, the Secured Party has agreed to make a term loan to the Grantor (the 'Loan'). B. As a condition precedent to the making of the Loan under the Note, the Grantor is required to execute and deliver this Agreement C. Grantor is duly authorized to execute, deliver and perform this Agreement. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in order to induce the Secured Party to make the Loan pursuant to the Note, the Grantor agrees, for the benefit of the Secured Party, as follows: ARTICLE 1 - GRANT OF SECURITY INTEREST Section 1.1 Grant of Security Interest. The Grantor, in consideration of the premises and other good and valuable consideration, receipt whereof is hereby acknowledged, and in order to secure the payment of the principal of and interest on the Loan according to its tenor and effect, and to secure the payment of all other indebtedness under the Loan Documents and the performance and observance of all covenants, agreements and conditions contained in the Loan Documents (collectively referred to as the 'Obligations"), does hereby convey. warrant, mortgage, assign, pledge. and grant a security interest to the Secured Party, its successors and assigns, in all and singular of the Grantor's right, title and interest in and to the properties, rights, interests and privileges described below and all proceeds thereof (all of which properties, rights, interests and privileges hereby mortgaged, assigned, pledged and granted or intended so to be, together with all proceeds thereof, are hereinafter collectively referred to as the "Collateral') and agrees that the foregoing grant creates in favor of the Secured Party an International Interest in the Aircraft (including the Airframe and each Engine): a) all of the Grantor's rights, title and interests in the Equipment (including the Airframe, the Engines, and the Parts) and substitutions and replacements of any of the foregoing; b) any and all service and warranty rights related to the Equipment, including the Engines, and claims under any thereof; c) all proceeds of any or all of the foregoing, whenever acquired. including the proceeds of any insurance maintained with respect to any of the foregoing and all proceeds payable or received with respect to any condemnation, expropriation, requisition or other Event of Loss, or the proceeds of any warranty; d) the Purchase Agreement, if any, and any bill of sale pursuant to which Grantor received title to the Aircraft, together with all rights, powers, privileges, options and other benefits of the Grantor under the Purchase Agreement and such bill of sale; e) any and all present and future Rate Management Obligations. leases, subleases, management agreements, interchange agreements, charter agreements, purchase agreements and any other present and future agreements of any kind whatsoever relating to the Equipment or any part thereof, including any International Interest (and associated rights) therein or related thereto in favor of Grantor (but not any obligations, liabilities and/or duties of any kind whatsoever of Grantor or any other party, person or entity of any kind whatsoever in connection therewith or related thereto); provided, however, that the foregoing assignment and grant of a security interest and lien in this subclause (e) shall not be deemed in any way whatsoever as an agreement by the Secured Party to permit or allow the Grantor (or any party, person or entity of any kind whatsoever) to enter into any such leases, subleases, management agreements, interchange agreements, charter agreements, purchase agreements and any other present and future agreements of any kind whatsoever, and the Grantor (or any party, person or entity of any kind whatsoever) shall only be allowed to enter into any of the foregoing in accordance with the terms of this Agreement. Grantor consents to the registration of the forgoing assignment of any International Interest (and associated rights) with the International Registry; 3 ACTIVE 50063530v1 SDNY_Glvl_02 756951 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243873 EFTA01328737 SDNY_GM_02756952 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243874 EFTA01328738 any and all present and future records, logs and other materials required by the FAA (and any other governmental authority having jurisdiction) to be maintained in respect of each item of Equipment including, without limitation, the tapes, disks, diskettes and other data and software storage media and devices, file cabinets or containers in or on which the foregoing are stored, including any rights of Grantor with respect to the foregoing maintained with or by any other person; and g) all of Grantor's right, title and interest in and to (whether the following described property or interests in property constitute accounts, chattel paper, documents, general intangibles, instruments or other property and whether now owned, existing, hereafter acquired, or arising, collectively, the "Engine Maintenance Collateral): (a) any engine maintenance agreement whether now existing or hereafter entered into between Grantor and an engine maintenance service provider for the Aircraft and Equipment (the "Service Provider"). (b) all supporting obligations, and (c) all products, cash proceeds, and non-cash proceeds of any and all of the assets and property described above. Section 1.2 Grant Effective. The conveyance, warranty, mortgage, assignment, pledge and security interest created hereunder in all of the foregoing Collateral and International Interest created hereunder in and relating to the Airframe and each Engine are effective and operative immediately, and will continue in full force and effect until the Grantor has made such payments and has duly, fully and finally performed and observed all of its agreements and covenants and provisions then required hereunder and under the other Loan Documents. Section 1.3 filing of Financing Statements and Continuation Statements: Consent to Registration. Grantor hereby authorizes Secured Party to file UCC financing statements and amendments thereto, listing Grantor as debtor, and Secured Party and/or its assigns, as secured party, and describing the Collateral, and assignments thereof and amendments thereto. The Grantor, at the request of the Secured Party, will execute and deliver to the Secured Party for filing, if not already filed, such financing statements or other documents and such continuation statements with respect to financing statements previously filed relating to the conveyance, warranty, mortgage, assignment, pledge and security interest created under this Agreement in the Collateral and execute, deliver, consent to, register or file any other documents that may be required in order to comply with the Act, the Cape Town Treaty or other applicable law or as may be specified from time to time by the Secured Party. The Grantor hereby consents to the registration by the Secured Party of each International Interest in or relating to the Aircraft (including the Airframe and each Engine) assigned or created pursuant to this Agreement (including any Prospective International interest with respect thereto) with the International Registry and covenants to effect the registration of such consent with the international Registry on the date of such assignment or creation. Section 1.4 Delivery and Acceptance. SECURED PARTY WILL HAVE NO OBLIGATION TO ADVANCE ANY FUNDS TO GRANTOR UNLESS AND UNTIL SECURED PARTY HAS RECEIVED WRITTEN CONFIRMATION FROM GRANTOR OF GRANTOR'S ACCEPTANCE OF THE EQUIPMENT (as evidenced by Grantor's execution of this Agreement). Grantor's execution of this Agreement will constitute Grantor's acknowledgment that such Equipment (a) was received by Grantor, (b) is satisfactory to Grantor in all respects, (c) is suitable for Grantor's purposes, (d) Is in good order, repair and condition, (e) operates property, and (f) is subject to all of the terms and conditions of the Loan Documents. Grantor's execution and delivery of this Agreement will be conclusive evidence as between Secured Party and Grantor that the Equipment described herein is in all of the foregoing respects satisfactory to Grantor, and Grantor will not assert any claim of any nature whatsoever against Secured Party based on any of the foregoing matters; provided, however, that nothing contained herein will in any way bar, reduce or defeat any claim that Grantor may have against the seller or supplier of the Aircraft or any other person (other than Secured Party). Section 1.5 Additional Documents. Information. Prior to any advance being made under the Note, Grantor will deliver to Secured Party (a) such organizational documents for Grantor as requested by Secured Party, (b) a certificate or certificates executed by an authorized representative of Grantor certifying that the execution, delivery and performance of this Agreement and the transactions contemplated hereby have been authorized by all necessary action on the part of the Grantor, (c) an incumbency certificate of the Grantor containing the name(s), title(s) and specimen signatures of the person(s) authorized to execute and deliver such documents on behalf of Grantor, (d) if required by Secured Party, a certificate of good standing for Grantor from the state of its organization, (e) if required by Secured Party, an opinion of counsel for Grantor in form and substance reasonably satisfactory to Secured Party and its counsel; (Q if requested by Secured Party, any and all Rate Management Agreements; and (g) duly executed copies of the Loan Documents and IDERA. 4 ACTIVE 50063530v7 SDNY_Glvl_02 756953 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243575 EFTA01328739 SDNY_GM_02756954 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243876 EFTA01328740 ARTICLE 2 -- COVENANTS Section 2.1 Reaistralion and Operation. a) Grantor, at its own cost and expense, will cause the Aircraft to be duly registered in the name of Grantor as owner and subject only to Secured Party's first priority security interest and International Interest, and at all times thereafter to remain duly registered, in the name of the Grantor as owner with the FM pursuant to the Act. b) Grantor will not use the Aircraft and in all cases in which the Aircraft is operated by a party other than Grantor will not permit the Aircraft to be used in violation of any law or any rule, regulation or order (including those concerning alcoholic beverages or prohibited substances) of any governmental authority having jurisdiction (domestic or foreign) or in violation of any airworthiness certificate, license or registration relating to any item of Equipment issued by any such authority, except to the extent such violation is not material or the validity or application of any such law, rule, regulation or order is being contested in good faith and by appropriate proceedings (but only so long as such proceedings do not, in the Secured Party's opinion, Involve any material danger of the sale, forfeiture or loss of such item of Equipment, or any interest, including the Secured Party's security interest or International Interest, therein or related thereto). c) Grantor will operate and cause the Aircraft to be operated only in such configuration as authorized by the FM, which shall be the same configuration as of the date hereof. Grantor will not operate the Aircraft or permit the Aircraft to be operated (i) at any time or in any geographic area when or where insurance required by this Agreement is not in effect, (ii) in a manner or for any time period such that a Person other than Grantor will be deemed to have *operational control' of the Aircraft except with the prior written consent of Secured Party, (iii) for the carriage of persons or property for hire except with the prior written consent of the Secured Party or (iv) transport of mail or contraband. Possession, use and maintenance of the Aircraft will be at the sole risk and expense of Grantor and the Aircraft will be based at the Primary Hangar Location. Grantor will deliver to Secured Party a written waiver of any lien or claim of Lien against the Aircraft that is or could be held by any landlord (other than a governmental entity) or mortgagee of any hangar or storage facility where the Aircraft is or will be located. Grantor will not permit the Aircraft to be based away from its designated Primary Hangar Location for a period in excess of thirty (30) days without Secured Party's prior written consent. Grantor will cause the Aircraft to be operated at all times by duty qualified pilots who (x) are supplied by Grantor, (y) hold at least a valid commercial airman certificate and instrument rating and any other certificate, rating, type rating or endorsement appropriate to the Aircraft, purpose of flight, condition of flight or as otherwise required by the Federal Aviation Regulations or other applicable law or regulation, and (z) meet the requirements established and specified by the insurance policies required hereunder and by the FM. Grantor will execute and deliver and file with the FM on or prior to the date hereof an IDERA with respect to the Aircraft. Section 2.2 Records and Reports. The Grantor will cause all records, logs and other materials required by the FM and any other governmental authority having jurisdiction to be maintained, in the English language, in respect of each item of Equipment. Grantor will promptly furnish or cause to be furnished to the Secured Party such information as may be required to enable the Seared Party to file any reports required to be filed by the Secured Party with any governmental authority because of the Secured Party's interests in any item of Equipment. Section 2.3 Maintenance. Grantor, at its own cost and expense, will fly, maintain, inspect, service, repair, overhaul and test the Aircraft (including each Engine of same), or will cause the Aircraft to be flown, maintained. Inspected, serviced, repaired, overhauled and tested, under an approved FM maintenance program and in accordance with (a) all maintenance manuals initially furnished with the Aircraft, including any subsequent amendments or supplements to such manuals issued by the manufacturer from time to time, (b) all mandatory 'Service Bulletins" issued, supplied, or available by or through the manufacturer and/or the manufacturer of any Engine or part with respect to the Aircraft having a compliance date during the term of the Note and up to twelve (12) months thereafter, and (c) all airworthiness directives issued by the FM or similar regulatory agency having jurisdictional authority, and causing compliance with such directives or circulars to be completed through corrective modification or operating manual restrictions, having a compliance date during the term of the Note and twelve (12) months thereafter. Grantor will maintain the Aircraft in good and safe working order and in substantially the same condition as when originally delivered to Grantor, ordinary wear and tear excepted. Grantor will cause the Aircraft to be subject to an FM Airworthiness Certificate at all times other than when the Aircraft as a whole is the subject of an Event of Loss. Grantor will maintain, or will cause to be maintained, in the English language, all records, logs and other materials required by the manufacturer thereof for enforcement of any warranties or by the FAA. All maintenance procedures required hereby will be undertaken and completed in accordance with the manufacturer's recommended procedures, and by properly trained, licensed and certified maintenance sources and maintenance personnel, so as to keep the Aircraft and each Engine in as good operating condition as when originally delivered to Grantor. ordinary wear and tear excepted, and so as to keep the 5 ACTIVE 50063530v1 SDNY_Glvl_02 756955 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 ETTA_00243li 7 7 EFTA01328741 SDNY_GM_02756956 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243878 EFTA01328742 Aircraft in such operating condition as may be necessary to enable the airworthiness certification of such Aircraft to be maintained in good standing at all times under the Act. Grantor will, not less than once during each calendar year, provide to the Secured Party written confirmation, in form and content reasonably acceptable to the Secured Party, that the Grantor has complied with the provisions of this Section 2.3. Section 2.4 Replacement of Parts. The Grantor, at its own cost and expense, will promptly cause the replacement of all Parts which may from time to time become wom out. lost, stolen, destroyed, seized, confiscated. damaged beyond repair or permanently rendered unfit for use for any reason whatsoever. In addition, the Grantor, at its own cost and expense, may permit the removal in the ordinary course of maintenance, service, repair. overhaul or testing of any Parts. whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use; provided, however, that the Grantor, at its own cost and expense, will cause such Parts to be replaced as promptly as possible. All replacement Parts must be free and dear of all Liens (except for Permitted Liens), will be in as good operating condition as, and will have a value and utility at least substantially equal to. the Parts replaced, assuming such replaced Parts were in the condition and repair required to be maintained by the terms hereof. The Grantor's rights. title and interests in all Parts at any time removed from any item of Equipment will remain subject to the Lien of this Agreement no matter where located, until such time as such Parts are replaced by Parts which have been incorporated in such item of Equipment and which meet the requirements for replacement Parts specified above. Immediately upon any replacement Part becoming incorporated or installed in or attached to any item of Equipment as above provided, without further act, (a) the Grantor's rights, title and Interests in such replacement Part will become subject to the Lien of this Agreement, and such replacement Part will be deemed part of such item of Equipment for all purposes hereof to the same extent as the Parts originally incorporated in such item of Equipment, and (b) the Grantor's rights, title and interests in the replaced Part will be released from the Lien of this Agreement and the replaced Part will no longer be deemed a Part hereunder. Grantor will, not less than once during each calendar year. provide to the Secured Party written confirmation, in form and content reasonably acceptable to the Secured Party, that the Grantor has complied with the provisions of this Section 2.4. Section 2.5 Alterations. Modifications and Additions. The Grantor, at its own cost and expense, will cause such alterations and modifications in and additions to the Equipment to be made as may be required from time to time to meet the standards of the FAA and of any other governmental authority having jurisdiction and to maintain the certificate of airworthiness for the Aircraft; provided, however, that the validity or application of any such law, rule, regulation or order may be contested in good faith by appropriate proceedings (but only so long as such proceedings do not, in the Secured Party's reasonable opinion, involve any material danger of sale, forfeiture or loss of any item of Equipment, or any interest, including the Secured Party's security interest or International Interest, therein or related thereto). In addition, the Grantor. at no cost or expense to the Secured Party, may, from time to time, cause such alterations and modifications in and additions to any item of Equipment to be made as the Grantor may deem desirable; provided, that no such alteration, modification and addition will (a) materially diminish the value, utility or condition of such item of Equipment below the value, utility or condition thereof immediately prior to such alteration, modification or addition, assuming the item of Equipment was then of the value and utility and in the condition required to be maintained by the terms of this Agreement. or (b) cause the airworthiness certification of the Aircraft to cease to be in good standing under the Act. The Grantor's rights, title and interests in all Parts added to the Aircraft, the Airframe, or an Engine as the result of such alteration. modification or addition will, without further act, be subject to the Lien of this Agreement. Notwithstanding the foregoing sentence of this Section 2.5, so long as no Event of Default has occurred and is continuing, the Grantor may remove any Part added to the Aircraft, Airframe, any or an Engine as contemplated in this Section 2.5 if (x) such Part is in addition to, and not in replacement of or substitution for, any Part originally incorporated in such item of Equipment at the time of delivery thereof or any Part in replacement of or substitution for any such Part. (y) such Part is not required to be incorporated or installed in or attached or added to such item of Equipment pursuant to the terms of this Article 2, and (z) such Part can be removed from such item of Equipment without causing any material damage thereto. Upon the removal of any Part as above provided, such Part will be released from the Lien of this Agreement. Section 2.6 Maintenance of Other Engines. Each engine which does not constitute an Engine, but which is installed on the Airframe from time to time. will be maintained, operated, serviced, repaired, overhauled, altered, modified and tested in accordance with Section 2.3 to the same extent as if it were an Engine. Section 2.7 Payment of ()Vitiations. The Grantor hereby agrees that it will promptly pay or cause to be paid when due all taxes. assessments and other governmental charges imposed with respect to the Collateral (except to the extent being contested in good faith and by appropriate proceedings which do not involve any material risk of loss or forfeiture). Section 2.8 Chance of Name or Location. Grantor will give Secured Party thirty (30) days prior written notice of any relocation of its chief executive office, and/or any change in its name, identity or state of organization. At least 10 Business Days prior to the occurrence of any such change or relocation, Grantor will (a) duly file appropriate financing statements in all applicable filing offices, and (b) deliver to Secured Party copies of the form of such financing statements. 6 ACTIVE 50063530O SDNY_GN1_02 756957 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243879 EFTA01328743 SDNY_GM_02756958 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243880 EFTA01328744 . . Grantor will hangar the Aircraft at ('Primary Hangar Location"). Grantor will supply Secured Party with a waiver of any Lien or claim of Lien against the Aircraft which could be held by any landlord or mortgagee of the hangar or future aircraft storage facility. Grantor will not remove the Aircraft, or permit the Aircraft to be removed, from Its designated home airport for a period in excess of thirty (30) days, without the prior written consent of Secured Party. Section 2.9 Inspection. Secured Party will have the right, but not the duty, to inspect the Aircraft, any component thereof, and the Records at any reasonable time and from time to lime, wherever the same may be located, upon reasonable prior written notice to Grantor unless a Default or Event of Default has occurred and is continuing, in which case no prior notice will be required. At Secured Party's request. Grantor will confirm to Secured Party the location of the Aircraft and will, at any reasonable time and from time to time, make the Aircraft and/or the Records available to Secured Party for inspection. Section 2.10 Aircraft Registration; International Registry. Grantor will not change the United States Registration Number of the Aircraft without Secured Party's prior written consent. Grantor will cause to be filed with the FM the Agreement, an FAA application for aircraft registration and any and all such other documents as may be required under the Act, this Agreement, or as otherwise necessary or prudent to cause the Aircraft to be and remain duly registered at all times with the FM in the name of Grantor as owner and subject only to Secured Party's first priority perfected security interest. Grantor will, at all times, keep on board the Aircraft a current and valid Registration Application or Certificate of Aircraft Registration. Grantor will cause each International Interest in favor of the Secured Party in or relating to the Aircraft (including in the Airframe and each Engine) created by this Agreement and the contract of sale (i.e. the bill of sale) transferring title in the Aircraft to Grantor, in each case, to be validly registered with the International Registry with such International Interests having priority over all other registered or un-registered International Interests in the Airframe and Engines. Grantor will discharge or cause to be discharged any International Interest or Prospective International Interest in or relating to the Aircraft (including the Airframe and the Engine) not consented to in writing by Secured Party. Further. Grantor will not consent to any International Interest or Prospective International Interest in or relating to the Aircraft unless prior approval is obtained from the Secured Party in writing. Section 2.11 Tracklno by FlightAwarq. Secured Party may utilize FlightAware to enable Lender to track the Aircraft and to access certain flight data related to the Aircraft. Subject to applicable law or to a written waiver by Lender, Grantor shall pay to Secured Party any and all fees and costs Incurred by Grantor associated with Secured Party's use of the FlightAware Global tracking services with respect to the Aircraft. Grantor shall permit Secured Party to act as an agent of Grantor for the purpose of applying for FlightAware Global and accessing flight data from various government and private sources and shall otherwise authorize Secured Party to access the FlightAware global tracking data for the Aircraft. Section 2.12 I ate Payments. If Grantor fails to pay any amount due hereunder or any of the Loan Documents, after the expiration of any applicable grace period, Grantor shall pay to Secured Party a late payment fee equal to five percent (5%) of the amount unpaid. Such fee shall be payable on demand and shall constitute part of the Obligations. In addition, if Grantor fails to perform any of its obligations contained herein, Secured Party may (but will not be obligated to) itself perform such obligations, and the amount of the reasonable costs and expenses of Secured Party incurred In connection with such performance, together with interest on such amount from the date said amounts are expended at the Default Rate, will be payable by Grantor to Secured Party upon demand. No such performance by Secured Party will be deemed a waiver of any rights or remedies of Secured Party or be deemed to cure any Default of Grantor hereunder. Upon the occurrence and during the continuance of an Event of Default, or if the Note is accelerated in accordance with the terms of this Agreement and/or the Loan Documents, the outstanding principal and all accrued interest, as well as any other charges due Secured Party hereunder, shall bear interest from the date on which such amount shall have first become due and payable to Secured Party to the date on which such amount shall be paid to Secured Party (whether before or after judgment), at a default rate, to be determined by Secured Party in its sole discretion from time to time, equal to up to six percentage points (6.0%) in excess of the otherwise applicable rate of interest, not to exceed the maximum rate permitted by applicable law (the "Default Rate"). Section 2.13 Transaction Expenses. Grantor will pay all actual and reasonable fees, costs and expenses incurred by Secured Party in connection with this Agreement and the other Loan Documents, whether or not the transactions contemplated hereby are consummated. including appraisal fees, Secured Party's counsel fees and expenses. FM counsel fees and expenses, FM, International Registry and UCC title and lien searches, reports, filing, registration and recording fees, charges and taxes. Grantor also agrees to pay all fees and expenses of Seared Party's counsel, FM counsel and all other third patties who are engaged by Secured Party to update any FM, International Registry or UCC title and/or lien reports and/or to review, file, register and record any and all documents and instruments as required by Secured Party, the International Registry or the FM at any time during which any of the Obligations remain outstanding. 7 ACTIVE 50063530v1 SDINIY_GNi_02 756959 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0024388 I EFTA01328745 SDNY_GM_02756960 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243882 EFTA01328746 ARTICLE 3 — EVENTS OF LOSS Section 3.1 Event of Loss with Respect to the Aircraft. Grantor will deliver to Secured Party written notice of the occurrence of any Event of Loss with respect to the Aircraft within five (5) days after the occurrence thereof. On the next Note Payment Date following such Event of Loss, Grantor will pay to Secured Party an amount equal to the sum of (A) all amounts accrued and then due hereunder, under any other Loan Documents, and under the Note. plus (B) the Loss Value of the Aircraft determined as of such Note Payment Date. Upon payment in full by the Grantor of all such amounts, the Aircraft having suffered the Event of Loss will be released from the lien of this Agreement and the Secured Party will execute and deliver, at the Grantors cost and expense, such instruments as may be reasonably required to evidence such release. Section 3.2 Event of Loss with Respect to an Engine. Grantor will deliver to Secured Party written notice of the occurrence of any Event of Loss with respect to an Engine under circumstances in which there has not occurred an Event of Loss with respect to the Airframe within five (5) days after the occurrence thereof. Within thirty (30) days after the occurrence of such Event of Loss, Grantor will convey to Secured Party, as replacement for the Engine with respect to which such Event of Loss occurred, a security interest to and International Interest in an engine that is (a) the same make and model number as the Engine suffering the Event of Loss, (b) free and clear of all Liens other than Permitted Liens, (c) of a value, utility, and useful life equal to, and in as good an operating condition as, the Engine suffering the Event of Loss, assuming such Engine was of the value and utility and in the condition and repair required by the terms hereof immediately prior to the occurrence of such Event of Loss. Grantor, at its sole cost and expense, will fumish Secured Party with such documents to evidence the conveyance and the International Interest and shall make such filings and registrations with the FAA and the International Registry (and hereby consents to such registrations with the International Registry) with respect thereto, in each case, as Secured Party reasonably requests. Upon full compliance by Grantor with the terms of this paragraph, Secured Party will release Secured Party's right, title and interest, if any, in and to the Engine suffering the Event of Loss. Each replacement engine will, after such conveyance, be deemed an "Engine" as defined herein and will be deemed part of the same Aircraft as was the replaced Engine. No Event of Loss with respect to an Engine will result in any reduction or delay in the payment of any amounts due under the Note or hereunder, or otherwise relieve Grantor of any obligation under this Agreement. Section 3.3 Application of Payments from Governmental Authorities or other Persons. Any payments (other than insurance proceeds, the application of which is provided for in Article 4), received at any time by the Secured Party or Grantor from any governmental authority or other Person with respect to any Event of Loss, or from a governmental authority with respect to an event which does not constitute an Event of Loss. will be applied as follows: a) Such payments will be applied in reduction of the Grantor's obligation to pay the Loss Value, if not already paid by the Grantor, or, if already paid by the Grantor, will be applied to reimburse the Grantor for its payment of such amounts. The balance. if any, of such payment remaining thereafter, and after payment of all amounts then due and payable under the Loan Documents, will be paid to the Grantor. b) If such payments are received with respect to a requisition for use by the government which does not constitute an Event of Loss, such payments may be retained by the Grantor. c) Notwithstanding the foregoing provisions of this Section 3.3, any payments (other than insurance proceeds, the application of which is provided for in Article 4) received at any time by the Secured Party from any governmental authority or other Person with respect to any Event of Loss, which are payable to the Grantor, will not be paid to the Grantor if at the time of such payment an Event of Default or Default has occurred and is continuing, in which event all such amounts will be paid to and held by the Secured Party as security for the Obligations or, at the Secured Party's option, applied by the Secured Party toward the payment of such Obligations at the time due in such order of application as the Secured Party may from time to time elect. At such time as no Event of Default or Default has occurred and is continuing, all such amounts at the time held by the Secured Party in excess of the amount, if any, the Secured Party elected to apply as above provided will be paid to the Grantor. Section 3.4 Ric:MIS Assigned. In furtherance of the foregoing, the Grantor hereby irrevocably assigns. transfers and sets over to the Secured Party all rights of the Grantor to any award or payment received by or payable to the Grantor on account of an Event of Loss. ARTICLE 4 - INSURANCE Section 4.1 Insurance. Grantor, at its sole cost and expense, will maintain or cause to be maintained: a) aircraft liability insurance covering claims arising from the use or operation of the Aircraft in or over any area (including contractual liability and bodily injury and property damage liability) in an amount not less than the greater of (i) $25.000,000.00 per occurrence, or such higher amounts as are required by law in the 8 ACTIVE 50063531/4 1 SDNY_GItt_02756.961 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243883 EFTA01328747 SDNY_GM_02756962 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243884 EFTA01328748 geographic location or country in or over which the Aircraft is flown, operated or located; and (ii) the amounts of aircraft liability insurance from time to time applicable to aircraft operated by Grantor (whether owned or leased) of the type of the Aircraft; b) cargo liability insurance sufficient to cover the maximum value of cargo on the Aircraft at any one time if Grantor is engaged in transporting property of others; c) all-risk aircraft physical damage insurance covering the Aircraft in motion and not in motion, in flight and on the ground, and the Engine and all Parts while attached to or removed from the Airframe, in an amount not less than the lesser of the fun insurable value of the Aircraft or the then Loss Value; d) for all locations which the Aircraft travels to and through: war and allied perils insurance to cover the perils of (I) war. invasion, acts of foreign enemies, hostilities (whether war be declared or not), civil war, rebellion, revolution, insurrection, martial law, military or usurped power or attempts at usurpation of power, (ii) strikes, riots, civil commotions of labor disturbances, (iii) any act of one or more persons, whether or not agents of a sovereign power, for political or terrorist purposes and whether the loss or damage resulting therefrom is accidental or intentional, (iv) any vandalism. malicious act or act of sabotage, (v) confiscation, naturalization, seizure, restraint, detention, diversion, appropriation, requisition for title or use by or under the order of any government (whether civil, military or de facto) or public or local authority and (vi) hijacking, or any unlawful seizure or wrongful exercise of control of the crew in flight; and e) such other insurance against such other risks as is usually carried by similar companies owning or leasing and operating aircraft similar to the Aircraft. All such insurance will be maintained with insurers of recognized reputation and responsibility (reasonably satisfactory to Secured Party) having a rating not less than A- from A.M. Best, or other rating approved by Secured Party. All insurance policies will be in a form acceptable to Secured Party. f) If Grantor fails to maintain insurance as herein provided, Secured Party may, at its option, provide such insurance, and Grantor will, upon demand, reimburse Secured Party for the cost thereof. Section 4.2 fiteouirements. All insurance policies required hereunder will: (a) require 30 days' prior written notice to Secured Party of cancellation, non-renewal or material change in coverage (any such cancellation, non-renewal or change, as applicable, not being effective until the thirtieth (30th) day after the giving of such notice) except, in the case of cancellation for non-payment of premium, only 10 days' prior written notice shall be required and in the case of cancellation of the coverages described under Section 4.1(d), notice as established under the applicable endorsements; (b) name the Additional Insureds (as hereinafter defined) as an additional insured under the liability coverage and name Additional Insureds as sole loss payee under the physical damage Insurance coverage; (c) not require contributions from other policies held by the Additional Insureds; (d) waive any right of subrogation against the Additional Insureds; (e) in respect of any liability of any of the Additional Insureds, except for the insurers' salvage rights in the event of a loss or damage, waive the right of such insurers to setoff, to counterclaim or to any other deduction, whether by attachment or otherwise, to the extent of any monies due the Additional Insureds under such policies; (f) permit but not require that any of the Additional Insureds pay or be liable for any premiums with respect to such insurance covered thereby; (g) provide for coverage in all areas in which the Aircraft is permitted to fly under the terms hereof; (h) provide that all of the provisions thereof, except the limits of liability, will operate in the same manner as if there were a separate policy covering each Additional Insured: and (i) contain breach of warranty provisions providing that, in respect of the interests of the Additional Insureds in such policies, the insurance will not be invalidated by any action or inaction of Grantor or any other person (other than an Additional Insured, as to itself only) and will insure the Additional Insureds regardless of any breach or violation of any warranty, declaration or condition contained in such policies by Grantor or by any other person (other than an Additional Insured, as to itself only). As used herein, the term 'Additional Insureds- means CMG BELL430 49078 LLC and its subsidiaries and affiliated companies including CMG Mortgage Group Corp. and its subsidiaries and affiliated companies, and their respective successors and/or assigns and any successors and/or assigns of the Note and/or this Agreement. Section 4.3 No Right to Self-insure. Grantor will not self-insure (by deductible, premium adjustment, or risk retention arrangement of any kind) the insurance required to be maintained hereunder, except to the extent of deductibles usually and customarily maintained by companies engaged in the same or similar business as Grantor and operating the same or similar aircraft and approved by Secured Party. Section 4.4 Notice of Loss or Camerae' Application of Proceeds. Grantor will give Secured Party prompt notice of any damage to or loss of, the Aircraft, or any part thereof. Insurance proceeds for partial toss or damage to the Aircraft Of any part thereof will be applied as Secured Party in its sole discretion determines. Section 4.5 Reports, Policies, Certificates. Prior to the Closing Date. Grantor will deliver to the Additional Insureds certificate(s) of insurance and copies of the lienholders endorsement evidencing that the insurance coverage 9 ACTIVE 50063530v1 SDNY_Gtvl_02756963 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243885 EFTA01328749 SDNY_GM_02756964 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243886 EFTA01328750 required hereunder has been obtained beyond such expiration date, together with a certificate certifying that such insurance complies with the terms hereof, accompanied, if requested by Secured Party, by the applicable policies and report(s) of Insurance broker(s) or undenvriter(s) as to the conformity of such coverage with such requirements; provided, however, that the Additional Insureds will be under no duty either to ascertain the existence of or to examine any certificates or reports or to advise Grantor if such insurance does not comply with the requirements of this section. Not less than fifteen (15) days prior to the expiration dates of the policies obtained by Grantor pursuant to this Section, Grantor will deliver to the Additional Insured certificate(s) of insurance and copies of the lienholder's endorsement evidencing that the coverage required hereunder has been obtained beyond such expiration date, together with a certificate certifying that such insurance complies with the terms hereof, accompanied by any additional documentation regarding such insurance requested by Secured Party. Section 4.6 Attorney-in Fact. Grantor irrevocably appoints Secured Party (and any assignee, mortgagee and/or lender of the Secured Party) its attorney-in-fact to file, settle, or adjust, and receive payment of, claims under any insurance policy required hereby and to endorse Grantor's name on any checks, drafts or other instruments in payment of such claims, and to otherwise act in Grantor's name and on its behalf to make, execute, deliver and file any instruments or documents necessary in connection therewith, and to take any action as Secured Party (and any such assignee, mortgagee and/or lender) deems necessary or appropriate to obtain the benefits Intended to inure to Secured Party under this Article 4. To the extent appropriate or permissible under applicable law, such appointment is coupled with an interest, is irrevocable, and will terminate only upon payment in full of the obligations set forth in this Agreement and/or any agreements, documents or instruments related thereto. ARTICLE S EVENTS OF DEFAULT AND REMEDIES Section 5.1 Events of Default; Remedieli. As used herein. the term "Event of Default' means any of the following events: a) Grantor fails to pay any installment of principal or interest on the Note or any amount due hereunder within ten (10) days after the same has become due; b) Grantor fails to keep in full force and effect any of the insurance required under this Agreement, or operates the Aircraft at a time when, or at a place in which, such insurance is not in effect: c) Grantor fails to perform or observe any other covenant, condition or agreement required to be performed or observed by it hereunder or under any agreement. document or certificate related hereto, including the Loan Documents, and such failure continues for fifteen (15) days after written notice thereof from Secured Party to Grantor, d) Grantor defaults in the payment or performance of any other obligation to Secured Party or any affiliated Person controlling, controlled by or under common control with Secured Party; e) any representation or warranty (including but not withstanding those set forth in Article 6 hereof) now or hereafter made or information now or hereafter provided by Grantor. including any financial information, proves to be or to have been false. inaccurate, or misleading in any material respect: f) the commencement of any bankruptcy, insolvency, arrangement, reorganization, receivership, liquidation or other similar proceeding by or against Grantor or any of its properties or businesses (which, in the case of a proceeding commenced against Grantor, has not been dismissed within one hundred sixty (60) days of the filing thereof), the appointment of a trustee, receiver. liquidator or custodian for Grantor or any of its properties or businesses, or the making by Grantor of a general assignment or deed of trust for the benefit of creditors; g) Grantor defaults under any material obligation to a third party; h) Grantor fails to perform or observe any covenant set forth in Article 2, or any condition or agreement required to be performed or observed by it hereunder, and such failure continues for fifteen (15) days after written notice thereof from Secured Party to Grantor, i) Grantor does or agrees to (i) sell, transfer or dispose of all or substantially all of its stock or other ownership interests, assets or property. (il) merge with or into any other entity or engage in any form of corporate reorganization, (iii) become the subject of, or engage in, a leveraged buy-out or (iv) terminate its existence by merger. consolidation or sale of substantially all of its assets or otherwise; j) if Grantor is a privately held entity, more than 25% of Grantor's voting capital stock or ownership interests or effective control of Grantor's voting ownership Interests or capital stock issued and outstanding from time to time is not retained by the holders of such stock or interests on the date of this Agreement; 10 ACTIVE 50063530O SDNY_GM_02756965 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243887 EFTA01328751 SDNY_GM_02756966 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243888 EFTA01328752 k) if Grantor is a publicly held corporation, there is a change in the ownership of Grantor's stock such that Grantor is no longer subject to the reporting requirements of the Securities Exchange Act of 1934 or no longer has a class of equity securities registered under Section 12 of the Securities Act of 1933; I) Grantor is dissolved; m) Grantor becomes insolvent or generally fails to pay its debts as they became due or Grantor admits in writing its inability to pay its debts or obligations generally as they become due; n) Secured Party determines, in its sole discretion and in good faith, that there has been a material adverse change in the business. operations or financial condition of the Grantor since the date of this Agreement or that Grantor's ability to make any payment hereunder promptly when due or otherwise comply with the terms of this Agreement or any other agreement between Secured Party and Grantor is impaired; o) any event or condition set forth in subsections (d) through (n) of this section occurs with respect to any Person responsible, in whole or in part, for payment or performance of Grantor's obligations under this Agreement; p) any event or condition set forth in subsections (d) through (n) of this section occurs with respect to any affiliated Person, or any Person controlling, controlled by or under common control with Grantor, q) any of the liens created or granted hereby, or intended to be granted or created hereby, to Secured Party fails to be valid, first priority perfected liens subject to no prior or equal lien; r) an additional Lien (other than a Permitted Lien) attaches to the Equipment or any of the other Collateral, the Equipment or any of the other Collateral becomes subject to risk of seizure or forfeiture or Grantor creates in favor of or provides for the benefit of any Person (other than the Secured Party) or registers or consents to the registration with the International Registry of, an International Interest or a Prospective International Interest in or relating to the Airframe or Engines, or provides a IDERA in favor of any Person with respect to the Aircraft other than Secured Party; and s) nonpayment by Grantor of any Rate Management Obligation when due or breach by Grantor of any term, provision or conditioned contained in any Rate Management Agreement. Section 5.2 Remedies. Upon the occurrence of any Event of Default, Secured Party may declare any or all of the Obligations to be immediately due and payable without demand or notice to Grantor, and Secured Party will have the immediate right to enforce its rights hereunder. The Obligations accelerated thereby will bear interest (both before and after any judgment) until paid in full at the Default Rate. Should there occur a Default, and if a voluntary or an involuntary petition under the United States Bankruptcy Code is filed by or against Grantor while such Default remains uncured, the Obligations will be automatically accelerated and due and payable, and interest thereon at the Default Rate will automatically apply as of the date of the first occurrence of the Default, without any notice, demand or action of any type on the part of Secured Party (including any action evidencing the acceleration or imposition of the Default Rate). The fact that Secured Party has, prior to the filing of the voluntary or an involuntary petition under the United States Bankruptcy Code, acted in a manner which is inconsistent with the acceleration and imposition of such rate will not constitute a waiver of this provision or estoppel, Secured Party from asserting or enforcing Secured Party's rights hereunder. In addition, Secured Party may exercise any one or more of the following remedies, as Secured Party in its sole discretion elects: a) Proceed by appropriate court action, either at law or in equity, to enforce performance by Grantor of this Agreement or to recover damages, including incidental and consequential damages as a result of Grantor's breach hereof. b) Cause Grantor, at its expense, promptly to retum the Aircraft to Secured Party at such place as Secured Party designates. c) Enter upon any premises where the Aircraft is located and. without notice to Grantor, take immediate possession of and remove the same, together with any Engines and Parts, by self-help, summary proceedings or otherwise without any liability of any kind whatsoever on the part of Secured Party for or by reason of such entry or taking of possession. d) Sell or otherwise dispose of the Aircraft by public or private sale, with or without notice to the Grantor, and without having the Aircraft present at the place of sale and in such manner as it deems appropriate. Secured Party may elect to purchase the Aircraft at such sale for a price not less than the highest bona fide bid given by a Person unrelated to Grantor. Grantor waives all of its rights under laws governing such sale to the extent permitted by law. Grantor hereby agrees that ten working days' prior notice to Grantor of any public sale or of the time after which a private sale may be negotiated will be conclusively deemed commercially reasonable notice. 11 ACTIVE 50063530v1 SDNY_Glvl_02 756967 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA ({)243889 EFTA01328753 SDNY_GM_02756968 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243890 EFTA01328754 e) Hold, keep idle. lease, de-register, export or use or operate all or part of the Aircraft without any liability whatsoever and store the Aircraft on Grantor's premises pending lease or sale or hold a sale on such premises without liability for rent or costs whatsoever. Enter upon any premises where the Aircraft is located and, take immediate possession of and remove the same, together with any Engines and Parts, by any legal means. By offset, recoupment or other manner of application, apply any security deposit, monies held in deposit or other sums then held by Secured Party or any affiliate of Secured Party, and with respect to which Grantor has an interest, against any obligations of Grantor arising under this Agreement, any Notes or any other Loan Document, whether or not Grantor has pledged, assigned or granted a security interest to Secured Party in any or all such sums as collateral for said obligations. g) Exercise any other right or remedy available to Secured Party under applicable law. In addition, Grantor win be liable for all costs, charges and expenses, including reasonable legal fees and disbursements, incurred by Secured Party by reason of the occurrence of any Event of Default or in enforcing Seared Party's rights under the Agreement, before or in connection with litigation and for any deficiency in the disposition of the Aircraft. Each of the rights and remedies of Secured Party hereunder and under the other Loan Documents is in addition to all of its other rights and remedies hereunder, under the other Loan Documents and under applicable law and nothing in this Agreement or any other Loan Document shall be construed as limiting any such right or remedy. Secured Partys failure to exercise or delay in exercising any right, power or remedy available to Secured Party shall not constitute a waiver or otherwise affect or impair its rights to the future exercise of any such right, power or remedy. Waiver by Secured Party of any Event of Default shall not be a waiver by Secured Party of any other or subsequent Events of Default. Section 5.3 Remedies Cumulative. Each and every right, power and remedy herein specifically given to the Secured Party or otherwise in this Agreement or the other Loan Documents are cumulative and are in addition to every other right, power and remedy herein or therein specifically given or now or hereafter existing at law. including upon an Event of Default any applicable remedies specified under the Cape Town Treaty available to Secured Party, in equity or by statute, and each and every right, power and remedy whether specifically herein or therein given or otherwise existing may be exercised from time to time and as often and in such order as may be deemed expedient by the Secured Party, and the exercise or the beginning of the exercise of any power or remedy will not be construed to be a waiver of the right to exercise at the same time or thereafter any other right, power or remedy. No delay or omission by the Secured Party in the exercise of any right, power or remedy or in the pursuit of any remedy will impair any such right, power or remedy or be construed to be a waiver of any default on the part of the Grantor to be an acquiescence therein. Section 5.4 Grantor's Waiver of Riohts. To the extent permitted by applicable law. the Grantor hereby waives any rights, now or hereafter conferred by statute or otherwise. which might limit or modify any of the rights or remedies of the Secured Party under or in connection with this Article 5, including any right to require Secured Party to seli, lease or otherwise use the Aircraft in mitigation of Secured Party's damages as set forth herein. Section 5.5 Power of Attorney. The Grantor hereby appoints the Secured Party or its designated agent as such Grantors attorney-in-fact, irrevocably, with full power of substitution, to collect all payments with respect to the Collateral due and to become due under or arising out of this Agreement or any other Loan Document, to receive all moneys (including proceeds of insurance) which may become due under any policy insuring the Collateral and all awards payable in connection with the condemnation, requisition or seizure of the Collateral, or any part thereof, to execute proofs of claim, to endorse drafts, checks and other instruments for the payment of money payable to the Grantor in payment of such insurance moneys and to do all other acts, things, take any actions (including the filing of financing statements or other documents) or institute any proceedings which the Secured Party may deem to be necessary or appropriate at any time to protect and preserve the interest of the aritred Party in the Collateral, or in this Agreement or the other Loan Documents. Section 5.6 Distribution of Amounts Received After an Event of Default. All payments received and amounts realized by the Secured Party with respect to the Collateral after an Event of Default has occurred and is continuing (whether realized from the exercise of any remedies pursuant to this Article 5 or otherwise), as well as payments or amounts then held by the Secured Party as part of the Collateral, will be distributed by the Secured Party in the following order of priority: a) First, so much of such payments and amounts as are required to pay the expenses paid by the Secured Party pursuant to this Article 5 (to the extent not previously reimbursed) will be paid to the Secured Party; b) Second, so much of such payments or amounts as are required to pay the amounts payable to any Indemnified Party (to the extent not previously reimbursed) will be paid to such Indemnified Party; 12 ACTIVE 50063530O SDNYGIvi_02 756969 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0024389 I EFTA01328755 SDNY_GM_02756970 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243892 EFTA01328756 c) Third, so much of such payments or amounts remaining as are required to pay in full the aggregate unpaid principal amount of the Loan, the accrued but unpaid interest thereon to the date of distribution, indemnification for funding losses, if any, and all other Obligations, will be paid to the Secured Party; such payments or amounts to be applied to the amounts so due, owing or unpaid in such order of application as the Secured Party may from time to time elect; and d) Fourth, the balance, if any, of such payments or amounts remaining thereafter will be paid to the Grantor. Section 5.7 Suits for Enforcement. In case of any default in payment of the Loan beyond any applicable grace period, then, regardless of whether or not the Loan has then been accelerated, the Secured Party may proceed to enforce the payment of the Loan. The Grantor agrees that, in the case of any default in the payment of the Loan, it will pay the Secured Party such further amount as is sufficient to pay the costs and expenses of collection, including reasonable attorneys' fees and expenses. ARTICLE 6 — REPRESENTATIONS AND WARRANTIES Section 6.1 Representations Warranties and Covenants of Grantor. Grantor represents, warrants and covenants that: a) Grantor's exact legal name Is as set forth in the preamble of this Agreement and Grantor (I) is, and will remain, duly organized, existing and in good standing under the laws of the State set forth in the preamble of this Agreement, (ii) has its chief executive offices at the location set forth in such paragraph, (iii) is, and will remain, duly qualified and licensed in every jurisdiction wherever necessary to carry on its business and operations, (iv) is and will continue to be a 'citizen of the United Stater. within the meaning of the Title 49, Subtitle VII of the United States Code, as amended and recodified, and the regulations thereunder so long as any Obligations are due to Secured Party under the Loan Documents, (v) has not, within the previous six (6) years, changed its name, done business under any other names. changed its thief place of business from its present location, or merged or consolidated with any other entity except as previously disclosed to Secured Party, and (vi) is not Insolvent within the meaning of any applicable state or federal law; b) Grantor has full power, authority and legal right to enter into, and to perform its obligations under, each of the Loan Documents and has full right and lawful authority to grant the security interest described in this Agreement: c) The Loan Documents have been duly authorized, executed and delivered by Grantor and constitute legal, valid and binding agreements enforceable under all applicable laws in accordance with their terms, except to the extent that the enforcement of remedies may be limited under applicable bankruptcy and insolvency laws; d) No approval, consent or withholding of objections is required from any governmental body, agency, authority or instrumentality or any other entity with respect to the entry into, or performance by, Grantor of any of the Loan Documents, except such as have already been obtained; e) The entry into, and performance by. Grantor of the Loan Documents will not (I) violate any of Grantor's organizational documents or any judgment, order, law or regulation applicable to Grantor, or (ii) result in any breach of, constitute a default under, or result in the creation of. any lien, claim or encumbrance on any of Grantor's property (except for liens in favor of Secured Party) pursuant to, any indenture mortgage, deed of trust. bank loan, credit agreement, or other agreement or instrument to which Grantor is a party; f) There are no suits or proceedings pending or, to Grantor's knowledge, threatened in court or before any commission, board or other administrative agency against or affecting Grantor which could, in the aggregate, have a material adverse effect on Grantor, its business or operations, or its ability to perform its obligations under the Loan Documents; g) All financial statements, if any, delivered to Secured Party in connection with the Obligations have been prepared in accordance with generally accepted accounting principles, and since the date of the most recent financial statement there has been no material adverse change in Grantor's financial condition or business prospects; h) Grantor is (or, if the Aircraft is to be acquired hereafter, will be) and will remain the sole lawful owner of the Aircraft and, except as otherwise consented to in writing by Secured Party, Grantor will remain in sole, open and notorious possession of the Aircraft. Grantor has (or, if the Aircraft is to be acquired hereafter, will upon acquisition thereof have) good and marketable title to the Aircraft and power to dispose of the Aircraft, free and dear of all liens and encumbrances other than the lien evidenced by this Agreement and Permitted 13 ACTIVE 5006353Ov1 SDNY_GM_02756971 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243893 EFTA01328757 SDNY_GM_02756972 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243894 EFTA01328758 Liens. Grantor will, at all times during which any amount remains unpaid hereunder or under the Note, keep the Aircraft and the other Collateral free from all Liens, other than those in favor of Secured Party and Permitted Liens, and Grantor will defend the Aircraft and the other Collateral against all claims and demands of all other persons claiming any interest therein: I) Grantor has filed or caused to be filed all required federal, state and local tax returns, and has paid or caused to be paid and will continue to pay all taxes that are due and payable with respect to its business and assets (except if being contested In good faith and if adequate reserves for the payment thereof have been established). All sales, use, documentation or similar taxes, fees or other charges due and payable on or prior to the date hereof with respect to the sale to and purchase by Grantor of the Aircraft have been paid in full. Grantor will promptly pay or cause to be paid all taxes, license fees, assessments and public and private charges that are or may be levied or assessed on or against the Aircraft or the ownership or use thereof, or on this Agreement; j) Grantor is the registered owner of the Aircraft, as shown in the records of the FAA and, so long as any of the Obligations remain unpaid, Grantor will not impair such registration or cause it to be impaired, suspended or cancelled, nor will Grantor register the Aircraft under the laws of any country except the United States of America; k) Grantor will promptly notify Secured Party of any facts or occurrences which do or. by passage of time or otherwise, will constitute a breach of any of the above warranties and covenants: I) Each of the Engines has 550HP or greater rated takeoff horsepower or the equivalent of such horsepower and, if a jet propulsion engine, has at least 1750 lbs of thrust or its equivalent; m) Except for (i) registration of the Aircraft with the FAA, (ii) filing and recording of this Agreement with the FAA, (iii) the filing of AC Form 8050.735 with respect to the international interests assigned or created (or to be assigned or created In the case of Prospective Assignments or Prospective International Interests) in the Aircraft by this Agreement and effecting the registration of such interests with the International Registry and (iv) filing of a financing statement under the UCC, no further action, including any filing, registration or recording of any document, is necessary or advisable in order to establish and perfect Secured Party's interest in the Aircraft as against Grantor and/or any other Person: n) Grantor has no pending claims and Grantor has no knowledge of any facts upon which a future claim may be based, in each case for breach of warranty or otherwise, against any prior owner, any manufacturer. or any supplier of the Airframe, any Engine, or any Parts; o) The Records have been kept, and Grantor will so long as any Obligations remain outstanding continue to keep the Records, in accordance with the requirements of the FM rules and regulations and industry standards. p) Grantor is, and will remain, in full compliance with all laws and regulations applicable to it including without limitation. (i) ensuring that no person who owns a controlling interest in or otherwise controls Borrower is or shall be (A) listed on the Specially Designated National and Blocked Person List maintained by the Office of Foreign Assets Control ("OFAC"). Department of the Treasury and/or any other similar lists maintained by OFAC pursuant to any authorizing statute, executive order or regulations or (C) a person designated under Section 1(b), (c) or (d) of Executive Order No. 13224 (September 23, 2001), any related enabling legislation or any other similar executive order and (ii) compliance with all applicable Bank Secrecy Act ("BSA") laws. regulations and government guidance on BSA compliance and on the prevention and detection of money laundering violations ARTICLE 7 — SECURITY INTEREST ABSOLUTE Section 7.1 Security Interest Absolute. All rights of the Secured Party and the security interests and International Interests assigned, granted to and created in favor of the Secured Party hereunder, and all obligations of the Grantor hereunder, will be absolute and unconditional, irrespective of: a) any lack of validity or enforceability of any Loan Document: b) the failure of the Secured Party to: (i) assert any claim or demand or to enforce any right or remedy against the Grantor or any other Person under the provisions of this Agreement any other Loan Document or Otherwise; or (ii) to exercise any right or remedy of collateral securing, any of the Obligations: 14 ACTIVE 50063530i4 SDNY_Givl_02756973 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243895 EFTA01328759 SDNY_GM_02756974 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243896 EFTA01328760 C) any change in the time, manner or place of payment of, or in any other term of. all or any of the Obligations or any other extension, compromise or renewal of any of the Obligations: d) any reduction, limitation, impairment or termination of any of the Obligations for any reason. including any claim of waiver, release, surrender, alteration or compromise, and will not be subject to (and the Grantor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, inegularity, compromise. unenforceability of, or any other event or occurrence affecting, any of the Obligations: e) any amendment to. rescission, waiver, or other modification of, or any consent to departure from. any of the terms of this Agreement or any other Loan Document: or f) any addition, exchange, release, surrender or nonperfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any of the Obligations: or any other circumstances which might otherwise constitute a defense available to, or a legal Of equitable discharge of, the Grantor, any surety or any guarantor. ARTICLE 8 — MISCELLANEOUS Section 8.1 Governina Law: Jurisdiction. THIS AGREEMENT IS BEING DELIVERED IN THE STATE OF FLORIDA. THIS AGREEMENT, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE. WILL IN ALL RESPECTS BE GOVERNED BY, AND BE CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF FLORIDA, WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES. Grantor hereby Irrevocably consents and agrees that any legal action, suit or proceeding arising out of or in any way in connection with this Agreement or any of the other Loan Documents may be Instituted or brought in the courts of the State of Florida or In the United States Courts located in the State of Florida, and the appellate courts from any thereof as Secured Party may elect or in any other state or Federal court as Secured Party shall deem appropriate, and by execution and delivery of this Agreement, the Grantor hereby irrevocably accepts and submits to, and in respect of its property, generally and unconditionally, the exclusive jurisdiction of any such court, and to all proceedings in such courts. Grantor irrevocably consents to service of any summons and/or legal process by first class, certified United States air mail, postage prepaid, to Grantor at the address set forth herein, such method of service to constitute, in every respect, sufficient and effective service of process in any such legal action or proceeding. Nothing in this Agreement or in any of the other Loan Documents shall affect the right to service of process in any other manner permitted by law or limit the right of Secured Party to bring actions, sults or proceedings in the courts of any other jurisdiction. Grantor further agrees that final judgment against it In any such legal action, suit or proceeding shall be conclusive and may be enforced In any other jurisdiction, within or outside the United States of America, by suit on the Judgment, a certified or exemplified copy of which shall be conclusive evidence of the fact and the amount of the liability. Secured Party and Grantor agree that such state and Federal courts of and within the State of Florida have non-exclusive jurisdiction in respect of any claims brought under the Cape Town Treaty relating to the Aircraft. Section 8.2 Notices. All notices and other communications hereunder will be in writing and will be transmitted by hand, overnight courier or certified mail (return receipt requested). US postage prepaid. Such notices and other communications will be addressed if to Secured Party and if to Grantor at the parties respective address as set forth in the introductory paragraph of this Agreement or at such other address as any party may, from time to time, designate by notice duly given in accordance with this section. Such notices and other communications will be effective upon the earlier of receipt or three days after marling if mailed in accordance with the terms of this section. Section 8.3 Time of the Essence. Time is of the essence in the payment and performance of all of Grantor's obligations hereunder and under the other Loan Documents. Section 8.4 Limitation as to Enforcement of Rights. Remedies and Claims. Nothing in this Agreement, whether express or implied, will be construed to give to any Person other than the Grantor and the Secured Party any legal or equitable right, remedy or claim under or in respect of this Agreement or any other Loan Document. Section 8.5 Severability of Invalid Provisions. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction will, as to such provision, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction will not invalidate or render unenforceable such provision in any other jurisdiction. Section 8.6 Assignment. GRANTOR WILL NOT SELL, TRANSFER, ASSIGN, CHARTER, LEASE, CONVEY. PLEDGE, MORTGAGE OR OTHERWISE ENCUMBER THE AIRCRAFT OR THIS AGREEMENT. AND ANY SUCH ATTEMPTED SALE, TRANSFER, ASSIGNMENT, CHARTER. LEASE, CONVEYANCE. PLEDGE, MORTGAGE OR ENCUMBRANCE, WHETHER BY OPERATION OF LAW OR OTHERWISE SHALL BE OF NO FORCE OR EFFECT 15 ACTIVE A0061A10v1 SDNY_GN1_02 756975 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243897 EFTA01328761 SDNY_GM_02756976 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243898 EFTA01328762