at FORM MMO-64 (502005) Siopenedes Prevkun Edition

20 :E 149

AMOHAJAO

• 0.

ro

0

We would like to change our current registration number and hold it until aircraft is finished being built.

Our current registration number is N188TS which is currently on a BE-40 serial number rk-244 owned by 0 ThorAir. We would like to hold N188TS and put N188TH on the BE-40 RK-244. Is)

Enclosed will be two checks each for $10, one to change registration numbers, and the other to hold N188TS until further notice.

If you have any question please feel free to call at hmcdonald@thorsport.com. (Chief Pilot) at or email

Please send all documents to

Sandusky Ohio

44871

210110812144 $10.00 01/11/2021

210110813507 $10.00 01/11/2021

por . I want it in the minister in the 的网站。 【 المواقع الموقع الموقع الموقع الموقع الموقع الموقع الموقع الموقع الموقع الموقع الموقع الموقع الموقع الموقع الموقع الموقع الموقع الموقع الموقع الموقع الموقع الموقع الموقع الم

11 . 1

:

AMOHAJAO

2020 Jul 11 1 1 1 Mar 1202

AP3 หาเพื่อของมั่น สมาชิการศึกษาของรัฐ

Paperwork Reduction Act Statement: The information collected on this form 6 necessary to mental, aircraft registration. We estimate that it will lake approximately 30 minutes to complete the form. Please note that an agency may not conduct or sponsor. and a person is not required to respond to. a collection of information unless it displays a valid OMB control num . 2120-0729 ’Comments concerning the accuracy of this burden and suggestions for reducing the burden should be directed to the FAA at: Washington. DC 20591. ATTN: Information Cottectbn Clearance Offk:er, AES-200.-

Use page 2 for additional signatures.

Fcc paid: $5 (2019071711061337 7NB)

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 Z button below. Next click the Reset’ button to clear the data fields (from page 2 only) to add more names. Repeat action as needed.

`RECORDED CONVEYANCE FILED IN: NNUM: I SEM SERIAL NUM: RK-244 MFR: RAYTHEON AIRCRAFT COMPANY MODEL: 400A

REGAR-23R (08/09)

co AMENDMENT No. 2 TO AIRCRAFT SECURITY AGREEMENT i

THIS AMENDMENT NO. 2 dated as of January 1, 2019, amends that certain Aircraft Security Agreement 8 dated as of December 27, 2013 (the ’Agreements.), by and between FIFTH THIRD BANK, as Secured a Party (“Secured Party and/or ’Lender), and THORAIR, LLC, as Grantor (“Grantor and/or Borrower”). m Unless otherwise specified herein, all capitalized terms shall have the meanings ascribed to them In the Agreement.

to WHEREAS, the Borrower and the Lender are parties to an Aircraft Seoul.ly Agreement dated as ki of December 2% 2013, which was recorded by the Federal Aviation AdmInistrationn February 28, 2014, a and assigned Conveyance No. RT008294 (as amended, the ’Loan Agreement”); and al

WHEREAS, Borrower has requested that Lender extend the maturity of the Loan and modify the Interest rate and payments applicable to the Loan under the Loan Agreement. 4

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are 3 hereby acknowledged, each party to this Amendment agrees, as follows: -n

1. Section 9.1(aa) of the Loan Agreement Is hereby restated as follows:

‘a) “Loan Documents’ means, collectively, this Agreement as amended by Amendment No. 1 to Aircraft Security Agreement dated February 1, 2011,agmendment No. 2 dated January 1, 2019, the Note, the Guaranty(s), an IDERA in favor of Secured Party, the Rate Management Agreement and all other documents prepared by Secured Party and now or hereafter executed In connection therewith and all amendments, restatements, modifications and supplements thereto.

2. Section 9.1(gg) of the Loan Agreement is hereby restated as follows:

“bb) ‘Note’ means that certain Amended and Restated Promissory Note by Borrower, as maker, in favor of Lender, as holder, dated effective January 1, 2019, in the amended principal amount of was the same may be renewed, extended or modified from time to time.

3. The Borrower agrees to pay all costs and expenses of the Lender In connection with the preparation, execution and delivery of this Amendment and the other instruments and documents to be delivered hereunder (Including, without limitation, the reasonable fees and expenses of counsel and FAA counsel for the Lender).

4. This Amendment shall become effective when, the Lender shall have received (I) a counterpart of this Amendment executed by the Borrower, and (II) an Amended and Restated Promissory Note executed by the Borrower In favor of Lender (collectively, the “Amendment Documents”).

THIS AMENDMENT IS BEING DELIVERED IN THE STATE OF OHIO. THIS AMENDMENT, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, WILL IN ALL RESPECTS BE GOVERNED BY, AND BE CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF OHIO, WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES.

(Remainder of page intentionally left blank. Signature page follows.)

44tsee Schedule A

LON0:14/13Q5C\ti4c-44 VSkkilitc CACk 180311251245

T15 00 01/31/2019

AMOHAJAO EE :ZI Wa I E NVE 6102 AA3 HTUW 03-117 คล พั้งเป็นสิวหนึ่ง ส

্টু

Except as modified herein, force and effect and are in all of the terms, covenants and conditions of the Agreement shall remain in full all respects hereby ratified and affirmed.

IN WITNESS WHEREOF, above written. Secured Party and Grantor have executed this Amendment as of the date first

Secured Party:

Grantor:

FIFTH THIRD BANK

EFTA00012124

: :

• 201 11 .

. . . .

Comments of Children

SCHEDULE A

Intentionally omitted for FAA filing purposes as it contains confidential financial information.

AMOHAJÄG EE :ZI Nd 1E NYC 610Z AA3 HT1W บรม11 98 หัวใจให้กีฬามีคุณภาพยนตรี ค.ศ. 198 พันธ์ พ.ศ. 255 พ.ศ. 255 พ.ศ. 255 พ.ศ. 256 พ. 2017 ค.ศ. 256 พ.ศ. 256 พ.

DOCUMENT LEVEL ANNOTATIONS FOR DOCUMENT ARE010377828

ORIG #5872 FFR 1/31/2019 RET’d TO C&D

See Recorded Conveyance RT008294 Doc ID 4587

Paperwork Reduction Act Statement: The information collected on this form 6 necessary to mental, aircraft registration. We estimate Thal it will lake approximately 30 minutes to complete the form. Please note that an agency may not conduct or sponsor, and a person is not required to respond to. a collection of information unless it displays a valid CMS control num . 2120-0729 ’Comments concerning the accuracy of this burden and suggestions for reducing the burden should be directed to the FAA at: Washington, DC 20591. ATTN: Information Collection Clearance Offk:er, AES-200.-

Use page 2 for additional signatures.

Fcc paid: $5 (201607180909154645N8)

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 Z button below. Next click the Reset’ button to clear the data fields (from page 2 only) to add more names. Repeat action as needed.

AC FORM 8050-64 (5/2005) Supersedes Previous Edition

..

1. 1

.

.

. . . . . .

.

1 - 1 - 1 - 1 -

:

.

EFTA00012134

J

140051354372 $20.00 03/06/2014

OKLAHOMA CITY OKLAHOMA

MIR 2014 1 PM 6 27

WITH FILED FAA AIRCRAFT REGISTRATION BR

DOCUMENT LEVEL ANNOTATIONS FOR DOCUMENT ARE005658226

RECEIPT #140210836122 $10.00 01/21/2014. REFUNDED $20 ON RECEIPT #140651354372 BY MS ON 4/3/2014.

NUMBER CHANGE REQUEST DOC ID #4340 FFR 01/21/2014 RET’D.

MEMORANDUM TO THE FILE

Federal Aviation Administration

Flight Standards Service Aircraft Registration Branch, AFS-760

Toll Free: 1

WEB Address:

Date of Issue: December 31, 2013

THORAIR LLC

SANDUSKY, OH 44871-2218

Fax

ATTENTION: IATS

TI39138 This facsimile must be carried in the Aircraft as a Temporary Certificate of Registration for

N493LX RAYTHEON AIRCRAFT COMPANY 400A Serial RK-244 and is valid until Jan 30, 2014.

This is not an airworthiness certificate. For airworthiness information, contact the nearest Federal Aviation Administration Flight Standards District Office.

Manager, FAA Aircraft Registry, AFS-750 Federal Aviation Administration

U.S. DEPARTMENT OF TRANSPORTATION FEIN R.U, AVIATION ADMINISTRATION CROSS-REFERENCE-RECORDATION

`RECORDED CONVEYANCE FILED IN: NNUM: 493LX SERIAL NUM: RK-244 MFR: RAYTHEON AIRCRAFT COMPANY MODEL: 400A

tFS-750-23R (08/09)

Aircraft Security Agreement

between

THORAIR, LLC

as the Grantor

and

FIFTH THIRD BANK,

as the Secured Party

Dated as of December 27, 2013

(N493LX)

133641455107 12/30/2013 16.00

CITY OKLAHOMA OKLAHOMA

Pll 30 DEC 2013 18 1 2

WITH FILED FAA REGISTRATION AIRCRAFT BR

TABLE OF CONTENTS

Pupa

Aircraft Security Agreement

THIS AIRCRAFT SECURITY AGREEMENT (“Agreement”) is made and entered into as of December 27. 2013 by and between FIFTH THIRD BANK, having an office at 38 Fountain Square Plaza, Cincinnati. Ohio 45263 (’Secured Party”) and THORAIR, LLC. a limited liability company organized and existing under the laws of the State of Minnesota and having its chief executive offices located at 2520 South Campbell Street, Sandusky, OH 44870 (Grantor”). Capitalized terms not otherwise defined herein have the meanings given in Article 9 hereof.

RECITALS

A. Pursuant to a Note by the Grantor, in favor of Secured Party, the Secured Party has agreed to make a term loan to the Grantor (the ‘Loan’).

B. As a condition precedent to the making of the Loan under the Note. the Grantor is required to execute and deliver this Agreement.

C. Grantor is 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’; provided, however, any Excluded Swap Obligations are specifically excluded from the definition of Obligations), does hereby convey, warrant, mortgage, assign, pledge, and grant a security interest to the Secured Party, its successors and assigns, in all and singular of the 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

Pose two

EFTA00012150

.. . . . ..

the foregoing in accordance with the terms of this Agreement. Grantor consents to the registration of the forgoing assignment of any International interest (and associated rights) with the International Registry.

f) any and 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.

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) that certain Total Assurance Program dated as of December 11, 2013 (the “Engine Maintenance Agreement”) between Grantor and Williams International Co.. LLC, as the engine maintenance service provider for the Aircraft and Equipment (the “Service Provider”), a true and correct copy of which is attached as Exhibit C here to and incorporated by reference herein, (b) all supporting obligations, and (c) all products, cash proceeds, and non cash proceeds of any and all of the assets and property described above.

Section 1.2 Grant Effective. The conveyance, warranty, mortgage, assignment, pledge and security interest created hereunder in all of the foregoing Collateral and International Interest created hereunder in and relating to the Airframe and each Engine are effective and operative immediately, and will continue in full force and effect until the Grantor has made such payments and has duly, fully and finally performed and observed all of its agreements and covenants and provisions then required hereunder and under the other Loan Documents.

Section 1.3 Filing of Financing Statements and Continuation Statements: Consent to Registration. Grantor hereby authorizes Secured Party to file UCC financing statements and amendments thereto. listing Grantor as debtor, and Secured Party and/or its assigns, as secured party, and describing the Collateral, and assignments thereof and amendments thereto. The Grantor, at the request of the Secured Party, will execute and 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 A GRANTOR’S ACKNOWLEDGMENT (Certificate of Acceptance) RELATING TO THE EQUIPMENT EXECUTED BY GRANTOR. Such Grantor’s Acknowledgment will constitute Grantor’s acknowledgment that such Equipment (a) was received by Grantor, (b) is satisfactory to Grantor in all respects, (c) is suitable for Grantor’s purposes, (d) is in good order, repair and condition, (e) operates properly, and (f) is subject to all of the terms and conditions of the Loan Documents. Grantor’s execution and delivery of a Grantor’s Acknowledgment will be conclusive evidence as between Secured Party and Grantor that the Equipment described herein is in all of the foregoing respects satisfactory to Grantor, and Grantor will not assert any claim of any nature whatsoever against Secured Party based on any of the foregoing matters: provided, however, that nothing contained herein will in any way bar, reduce or defeat any claim that Grantor may have against the seller or supplier of the Aircraft or any other person (other than Secured Party).

Section 1.5 Additional Documents. Information. Grantor will deliver to Secured Party (a) such organizational documents for Grantor as requested by Secured Party. (b) a certificate or certificates executed by an authorized representative of Grantor certifying that the execution, delivery and performance of this Agreement and the transactions contemplated hereby have been authorized by all necessary action on the part of the Grantor, (c) an incumbency certificate of the Grantor containing the name(s), 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; and (f) if requested by Secured Party, any and all Rate Management Agreements.

ARTICLE 2 — COVENANTS

Section 2.1 Registration and Operation.

Pags 2+,120

a) Grantor, at its own cost and expense, will cause the Aircraft to be duly registered in the name of Grantor as owner and subject only to Secured Party’s first priority security interest and International Interest, and at all times thereafter to remain duly registered, in the name of the Grantor as owner with the FAA pursuant to the Act.

b) Grantor will not use the Aircraft in violation of any law or any rule. regulation or order (including those concerning alcoholic beverages or prohibited substances) of any governmental authority having jurisdiction (domestic or foreign) or in violation of any airworthiness certificate, license or registration relating to any item of Equipment issued by any such authority, except to the extent such violation is not material or the validity or application of any such law, rule, regulation or order is being contested in good faith and by appropriate proceedings (but only so long as such proceedings do not, in the Secured Party’s opinion, involve any material danger of the sale, forfeiture or loss of such item of Equipment, or any interest, including the Secured Party’s security interest or International Interest, therein or related thereto).

c) Grantor will operate the Aircraft solely in the conduct of its business and/or for commercial purposes (and not for consumer, home or family purposes) and in such configuration as authorized by the FM. Grantor will not operate the Aircraft or permit the Aircraft to be operated (0) 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 properly 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 duly 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 FAA. GRANTOR WILL NOT OPERATE, USE OR LOCATE THE AIRCRAFT. OR PERMIT OR ALLOW THE AIRCRAFT TO BE OPERATED, USED OR LOCATED, OUTSIDE THE CONTINENTAL UNITED STATES, ALASKA OR CANADA WITHOUT THE PRIOR WRITTEN CONSENT OF THE SECURED PARTY. Grantor will execute and deliver and file with the FM on or prior to the date hereof an Irrevocable Deaegistration and Export Request Authorization with respect to the Aircraft in the form attached hereto as Exhibit A.

Section 2.2 Records and Reports. The Grantor will cause all records, logs and other materials required by the FM and any other governmental authority having jurisdiction to be maintained, in the English language, in respect of each item of Equipment. Grantor will promptly furnish or cause to be furnished to the Secured Party such information as may be required to enable the Secured Party to file any reports required to be filed by the Secured Party with any governmental authority because of the Secured Party’s interests in any item of Equipment.

Section 2.3 Maintenance. Grantor, 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 FAA 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 limes other than when the Aircraft as a whole is the subject of an Event of Loss. Grantor will maintain, or will cause to be maintained, in the English language, all records, logs and other materials required by the manufacturer thereof for enforcement of any warranties or by the FM. All maintenance procedures required hereby will be undertaken and completed in accordance with the manufacturer’s recommended procedures, and by 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

Page 3 al 20

Aircraft in such operating condition as may be necessary to enable the airworthiness certification of such Aircraft to be maintained in good standing at all times under the Act.

Section 2.4 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 worn out, lost, stolen. destroyed, seized, confiscated. damaged beyond repair or permanently rendered unfit for use for any reason whatsoever. in addition, the Grantor, at its own cost and expense, may permit the removal in the ordinary course of maintenance, service, repair, overhaul or testing of any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use; provided, however, that the Grantor, at its own cost and expense, will cause such Pans to be replaced as promptly as possible. All replacement Parts must be free and clear of all Liens (except for Permitted Liens). will be in as good operating condition as. and will have a value and utility at least substantially equal to. the Pads replaced, assuming such replaced Parts were in the condition and repair required to be maintained by the terms hereof. The Grantor’s rights, title and interests in all Parts at any time removed from any item of Equipment will remain subject to the Lien of this Agreement no matter where located, until such 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 Pan 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 Pads originally incorporated in such item of Equipment, and (b) the Grantor’s rights, title and interests in the replaced Part will be released from the Lien of this Agreement and the replaced Part will no longer be deemed a Part hereunder. The Grantor will, not less often than once during each calendar year. provide to the Secured Party written confirmation, in form and content acceptable to the Secured Party, that the Grantor has complied with the provisions of this Section 2.4.

Section 2.5 Alterations. Modifications and Additions. The Grantor, at its own cost and expense, will cause such alterations and modifications in and additions to the Equipment to be made as may be required from time to time to meet the standards of the 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 Obligations. The Grantor hereby agrees that it will promptly pay or cause to be paid when due all taxes, assessments and other governmental charges imposed with respect to the Collateral (except to the extent being contested in good faith and by appropriate proceedings which do not involve any material risk of loss or forfeiture).

Section 2.8 Change of Name or Location. Grantor will give Secured Party thirty (30) days prior written notice of any relocation of its chief executive office and of any change in its name, identity or state of organization. At least 10 Business Days prior to the occurrence of any such change or relocation. Grantor will (a) duly file appropriate financing statements in all applicable filing officesa(b) deliver to Secured Party copies of the form of such financing statements. 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

rne40120

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 time, 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 lime, 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 FAA an FM Bill of Sale, the Agreement, an FAA application for aircraft registration and such other documents as may be required under the Act or as otherwise necessary or prudent to cause the Aircraft to be and remain duly registered at all times with the FAA 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, if the Aircraft is acquired by Grantor on or after March 1. 2006, the contract of sale (i.e. the bill of sale) transferring title in the Aircraft to Grantor, in each case. to be validly registered with the International Registry with such International Interests having 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 Financial and Other Data. During the term of the Note and so long as any amounts are outstanding thereunder, Grantor agrees to furnish Secured Party:

a) a copy of Grantor’s federal income tax return with all schedules attached thereto at the time such return is filed with the Internal Revenue Service and in any event within 120 days of the end of each calendar year:

b) promptly, such additional financial and other information as Secured Party may from time to time reasonably request.

All such financial statements shall be prepared in accordance with generally accepted accounting principles, consistently applied. So long as Grantor is a reporting company under the Securities Exchange Act of 1934 and is timely filing the reports required thereunder to the Securities Exchange Commission, Grantor will have no obligation to furnish its financial statements as provided above.

Section 2.12 Late Payments. If Grantor fails to pay any amount due hereunder, after the expiration of any applicable grace period, Grantor shall pay to Secured Party a late payment fee equal to five percent (5%) of the amount unpaid. Such fee shall be payable on demand and shall constitute part of the Obligations. In addition, if Grantor fails to perform any of its obligations contained 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 Loan Agreement. the outstanding principal and all accrued interest, as well as any other charges due Lender hereunder, shall bear interest from the date on which such amount shall have first become due and payable to Lender to the date on which such amount shall be paid to Lender (whether before or after judgment), at a default rate, to be determined by Lender in its sole discretion from time to 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, FAA counsel fees and expenses, FAA, International Registry and UCC title and lien searches, reports. filing, registration and recording fees, charges and taxes. Grantor also agrees to pay all fees and expenses of Secured Party’s counsel, FAA counsel and all other third parties who are engaged by Secured Party to update any FM, International

P•s $ of 20

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 FAA at any time during which any of the Obligations remain outstanding.

Section 2.14 Reserved.

Section 2.15 Engine Maintenance. (a) Both Engines shall at all times be covered by the Engine Maintenance Agreement. or another service and maintenance contract in form and substance reasonably satisfactory to Secured Party (i.e., taken as a whole, substantially as protective as the referenced agreement) which provides for the maintenance or overhaul of such property. (b) Grantor will execute and deliver, and cause to be executed and delivered, to Secured Party, an aircraft interest holder’s agreement among Grantor, Secured Party, and Service Provider with respect to the Engine Maintenance Agreement, such agreement in form and substance reasonably acceptable to Secured Party. (c) Grantor will accurately and promptly report to Service Provider the applicable hours pursuant to. and in accordance with, the power by the hour provisions of the Engine Maintenance Agreement. (d) Without Secured Party’s prior written consent, Grantor will not seek, agree to or permit, directly or indirectly, (i) the cancellation or termination of the Engine Maintenance Agreement or (ii) the amendment, waiver or other change to any material term of or applicable to the Engine Maintenance Agreement. For the purposes of this Section 2.15 (d), *material- means any modification, waiver, or amendment of the Engine Maintenance Agreement which, in the judgment of Secured Party, would (A) adversely affect any of Secured Party’s rights or remedies under the Loan Documents or Secured Party’s security interest in or other Lien on the Collateral (including the priority of Secured Party’s interests) or (8) create or result in an Event of Default.

Section 2.16 Continued Subordination. Grantor will continue to subordinate the payment of any note(s) payable obligations in the amount of $2.500,000.00 owed to ThorSport, Inc. by Grantor until such time as the Obligations of Grantor to Secured Party are paid in fun. Interest only payments are permitted without Secured Party’s consent, but principal payments require the consent of Secured Party, which consent shall not be unreasonably withheld.

ARTICLE 3 — EVENTS OF LOSS

Section 3.1 Event of Loss with Respect to the Aircraft. Grantor will deliver to Secured Party written notice of the occurrence of any Event of Loss with respect to the Aircraft within five (5) days after the occurrence thereof. On the next Note Payment Date following such Event of Loss Grantor will pay to Secured Party an amount equal to the sum of (A) all amounts then due hereunder, under any other Loan Documents. and under the Note, plus (8) the Loss Value of the Aircraft determined as of such Note Payment Date. Upon payment in full by the Grantor of all such amounts, the Aircraft having suffered the Event of Loss will be released from the lien of this Agreement and the Secured Party will execute and deliver, at the Grantor’s cost and expense. such instruments as may be reasonably required to evidence such release.

Section 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 furnish Secured Party with such documents to evidence the conveyance and the International Interest and shall make such filings and registrations with the FAA and the International Registry (and hereby consents to such registrations with the International Registry) with respect thereto, in each case, as Secured Party reasonably requests. Upon full compliance by Grantor with the terms of this paragraph, Secured Party will release Secured Party’s right, title and interest, if any, in and to the Engine suffering the Event of Loss. Each replacement engine will. after such conveyance, be deemed an “Engine” as defined herein and will be deemed part of the same Aircraft as was the replaced Engine. No Event of Loss with respect to an Engine will result in any reduction or delay in the payment of any amounts due under the Note or hereunder, or otherwise relieve Grantor of any obligation under this Agreement.

Section 3.3 Application of Payments from Governmental Authorities or other Persons. Any payments (other than insurance proceeds, the application of which is provided for in Article 4), received 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

390 0 70

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 Rights 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) $50,000,000 per occurrence, or such higher amounts as are required by law in the geographic location or country in or over which the Aircraft is flown, operated or located; and (ii) the amounts of aircraft 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 full insurable value of the Aircraft or the then Loss Value:

d) for all locations which the Aircraft travels to and through: war and allied perils 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.

If Grantor fails to maintain insurance as herein provided, Secured Party may, at its option, provide such insurance, and Grantor will, upon demand, reimburse Secured Party for the cost thereof.

Section 4.2 Requirements. All insurance policies required hereunder 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

rag>1O, 20

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 ‘Filth Third Bank and its subsidiaries and affiliated companies including The Fifth Third Leasing Company, and their respective successors and/or assigns.’

Section 4.3 No Right to Setf-insure. Grantor will not self•insure (by deductible. premium achustment, 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 Damage, 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 loss or damage to the Aircraft or 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 lienholder’s endorsement evidencing that the insurance coverage required hereunder has been obtained beyond such expiration date. together with a certificate certifying that such insurance complies with the terms hereof, accompanied, if requested by Secured Party, by the applicable policies and report(s) of insurance broker(s) or underwriter(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 Section 4. To the extent appropriate or permissible under applicable law, such appointment is coupled with an interest, is irrevocable, and will terminate only upon payment in full of the obligations set forth in this Agreement and/or any agreements, documents or instruments related thereto. Notwithstanding the foregoing, unless a Default or Event of Default has occurred and is continuing hereunder. Secured Party agrees that it will not exercise its powers as attorney in fact with respect to claims for damages in amounts payable under such policies of insurance which are less than the lesser of frt 5100,000.00. or (ii) ten percent (10%) of the principal amount of the Note if the original principal amount of the Note is under one million dollars (51,000,000).

ARTICLE 5 – EVENTS OF DEFAULT AND REMEDIES

Section 5.1 Events of Default: Remedies. As used herein, the term “Event of Default” means any of the following events:

a) Grantor fails to pay any installment of principal or interest on the Note or any amount due hereunder within ten (10) days after the same has become due:

b) Grantor fails to keep in full force and effect any of the insurance required under this Agreement, or operates the Aircraft at a time when, or at a place in which, such insurance is not in effect:

Prt, 0120

c) Grantor fails to perform or observe any other covenant (including, without limitation, the financial covenants of Grantor set forth in Section 2.14 above), condition or agreement required to be performed or observed by it hereunder or under any agreement, document or certificate related hereto, and such failure continues for fifteen (15) days after written notice thereof from Secured Party to Grantor;

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 represenlation or warranty now or hereafter made or information now or hereafter provided by Grantor, including any financial information, proves to be or to have been false, inaccurate, or misleading in any material respect;

f) the commencement of any bankruptcy, insolvency, arrangement, reorganization, receivership. liquidation or other similar proceeding by or against Grantor or any of its properties or businesses (which, in the case of a proceeding commenced against Grantor, has not been dismissed within sixty (60) days of the filing thereof), the appointment of a trustee, receiver, liquidator or custodian for Grantor or any of its properties or businesses, or the making by Grantor of a general assignment or deed of trust for the benefit of creditors;

g) Grantor defaults in any obligation to a third party;

h) if Grantor’s obligations are guaranteed by any other party. an ‘Event of Default’ (under and as defined in the Guaranty executed by such Guarantor) shall occur;

i) Grantor does or agrees to (i) sell, transfer or dispose of all or substantially all of its stock or other ownership interests, assets or property, (ii) 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 90% of Grantor’s voting capital stock or ownership interests or effective control of Grantor’s voting ownership interests or capital stock issued and outstanding from time to time is not retained by the holders of such stock or interests on the date of this Agreement;

k) if Grantor is a publicly held corporation, there is a change in the ownership of Grantor’s stock such that Grantor is no longer subject to the reporting requirements of the Securities Exchange Act of 1934 or no longer has a class of equity securities registered under Section 12 of the Securities Act of 1933:

I) Grantor, if an individual, dies or, if a legal entity, is dissolved;

m) Grantor becomes insolvent or generally fails to pay its debts as they became due or Grantor admits in writing its inability to pay its debts or obligations 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 (m) of this section occurs with respect to any Guarantor or other Person responsible. in whole or in part. for payment or performance of Grantor’s obligations under this Agreement:

p) any event or condition set forth in subsections (d) through (m) of this section occurs with respect to any affiliated Person, or any Person controlling, controlled by or under common control with Grantor,

q) any of the liens created or granted hereby, or intended to be granted or created hereby, to Secured Party fails to be valid, first priority perfected liens subject to no prior or equal lien;

r) an additional Lien (other than a Permitted Lien) attaches to the Equipment or any of the other Collateral, the Equipment or any of the other Collateral becomes subject to risk of seizure or forfeiture or Grantor creates in favor of or provides for the benefit of any Person (other than the Secured Party) or registers or consents to the registration with the International Registry of, an International Interest or a Prospective International Interest in or relating to the Airframe or Engines, or provides a IDERA in favor of any Person with respect to the Aircraft other than Secured Party: and

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.

Pawed 20

EFTA00012166

.

Section 5.2 Remedies. Upon the occurrence of an Event of Default. Lender may, (i) at its option, declare all of the Obligations, including the entire unpaid principal of all Notes. all of the unpaid interest accrued therein, and all of the other sums (if any) payable by Borrower under this Agreement, any Notes. or any of the other Loan Documents. to be immediately due and payable, plus three percent (3%) of the unpaid principal of all Notes declared due by Lender (as compensation for reinvestment costs and not as a penalty), and (ii) proceed to exercise any one or more of the following remedies and any additional rights and remedies permitted by law (none of which shall be exclusive), all of which are hereby authorized by Borrower. In addition, Secured Party may exercise any one or more of the following remedies, as Secured Party in its sole discretion elects:

a) Proceed by appropriate court action, either at law or in equity, to enforce performance by Grantor of this Agreement or to recover damages, including incidental and consequential damages, for the breach hereof.

b) Cause Grantor, at its expense. promptly to return the Aircraft to Secured Party 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 Pals, 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.

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.

0 By offset, recoupment or other manner of application, apply any security deposit. monies held in deposit or other sums then held by Secured Party or any affiliate of Secured Party, and with respect to which Grantor has an interest, against any obligations of Grantorr arising under this Agreement, any Notes or any other Loan Document, whether or not Grantor has pledged, assigned or granted a security interest to Secured Party in any or all such sums as collateral for said obligations.

9. Exercise any other right or remedy available to Secured Party under applicable law.

In addition, Grantor will 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 Secured Party’s rights under the Agreement, before or in connection with litigation and for any deficiency in the disposition of the Aircraft.

Section 5.3 Remedies Cumulative Each and every right. power and remedy herein specifically given to the Secured Party or otherwise in this Agreement or the other Loan Documents are cumulative and are in addition to every other right, power and remedy herein or therein specifically given or now or hereafter existing at law, including upon an Event of Default any applicable remedies specified under the Cape Town Treaty available to Secured Party, in equity or by statute. and each and every right. power and remedy whether specifically herein or therein given or otherwise existing may be exercised from time to time and as often and in such 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 Rights. To the extent permitted by applicable law, the Grantor hereby waives any rights, now or hereafter conferred by statute or otherwise, which might limit or modify any of the rights or remedies of the Secured Party under or in connection with this Article 5. including any right to require Secured Party to sell, lease or otherwise use the Aircraft in mitigation of Secured Party’s damages as set forth herein.

Pox 10420

EFTA00012168

. …

.

Section 5.5 Power of Attorney. The Grantor hereby appoints the Secured Party or its designated agent as such Grantor’s 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 Secured Party in the Collateral, or in this Agreement or the other Loan Documents.

Section 5.6 Distribution of Amounts Received After an Event of Default. All payments received and amounts realized by the Secured Party with respect to the Collateral after an Event of Default has occurred and is continuing (whether realized from the exercise of any remedies pursuant to this Article 5 or otherwise), as 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:

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 States”. 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 chief place of business from its present location, or merged or consolidated with any other entity except as previously disclosed to Secured Party, and (vi) is not insolvent within the meaning of any applicable 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:

^*go I 0!20

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 wilh 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 own& of the Aircraft and, except as otherwise consented to in writing by Secured Party. Grantor will remain in sole, open and notorious possession of the Aircraft. Grantor has (or, if the Aircraft is to be acquired hereafter, will upon acquisition thereof have) good and marketable title to the Aircraft and power to dispose of the Aircraft, free and clear of all liens and encumbrances other than the lien evidenced by this Agreement and Permitted Liens. Grantor will, at all times during which any amount remains unpaid hereunder or under the Note, keep the Aircraft and the other Collateral free from all Liens, other than those in favor of Secured Party and Permitted Liens, and Grantor 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 8050.135 with respect to the International Interests assigned or created (or to be assigned or created in the case of Prospective Assignments or Prospective International Interests) in the Aircraft by this Agreement and effecting the registration of such interests with the International Registry and (iv) filing of a financing statement under the UCC. no further action, including any filing, registration or recording of any document, is necessary or advisable in order to establish and perfect Secured Party’s interest in the Aircraft as against Grantor and/or any other Person;

n) Grantor has no pending claims and Grantor has no knowledge of any facts upon which a future claim may be based, in each case for 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 FAA rules and regulations and industry standards.

Noe 12 020

EFTA00012172

:

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:

assert any claim or demand or to enforce any right or remedy against the Grantor or any other Person under the provisions of the Loan Agreement any other Loan Document or otherwise: or

(ii) to exercise any right or remedy against any Guarantor of, or collateral securing, any of the Obligations:

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 (or any reason, including any claim of waiver, release, surrender, alteration or compromise, and will not be subject to (and the Grantor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality. nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any of the Obligations:

e) any amendment to, rescission, waiver, or other modification of, or any consent to departure from. any of the terms of the Loan Agreement or any other Loan Document; or

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 guaranty, for any of the Obligations: or any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, the Grantor, any surely or any guarantor.

ARTICLE 8 – MISCELLANEOUS

Section 8.1 Governing Law: Jurisdiction. THIS AGREEMENT IS BEING DELIVERED IN THE STATE OF OHIO. THIS AGREEMENT, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, WILL IN ALL RESPECTS BE GOVERNED BY, AND BE CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF OHIO, WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES. Grantor hereby irrevocably consents and agrees that any legal action, suit or proceeding arising out of or in any way in connection with this Agreement or any of the other Loan Documents may be instituted or brought in the courts of the State of Ohio or in the United States Courts located in the State of Ohio, and the appellate courts from any thereof as Secured 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, suits or proceedings in the courts of any other jurisdiction. Grantor further agrees that final judgment against it in any such legal action, suit or proceeding shall be conclusive and may be enforced in any other jurisdiction, within or outside the United States of America, by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the fact and the amount of the liability. Secured Party and Grantor agree that such state and Federal courts of and within the State of Ohio have non-exclusive jurisdiction in respect of any claims brought under the Cape Town Treaty relating to the Aircraft

Page i. fr 20

EFTA00012174

.

and the works of the count

.

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. Fifth Third Bank — Equipment Finance. 38 Fountain Square Plaza. MO10904A, Cincinnati, Ohio 45263. and if to Grantor at the address set forth in the introductory paragraph of this Agreement or at such other address as any party may, from time to time. designate by notice duly given in accordance with this section. Such notices and other communications will be effective upon the earlier of receipt or three days after mailing if mailed in accordance with the terms of this section.

Section 8.3 Time of the Essence. Time is of the essence in the payment and performance of all of Grantor’s obligations hereunder and under the other Loan Documents.

Section 8.4 Limitation as to Enforcement 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 WITHOUT THE PRIOR WRITTEN CONSENT OF SECURED PARTY. IN ADDITION, GRANTOR WILL NOT ENTER INTO ANY INTERCHANGE AGREEMENT WITH RESPECT TO THE AIRCRAFT OR RELINQUISH POSSESSION OF THE AIRCRAFT OR ANY ENGINE, OR INSTALL ANY ENGINE OR PART, OR PERMIT ANY ENGINE OR PART TO BE INSTALLED, ON ANY AIRFRAME OTHER THAN THE AIRFRAME DESCRIBED HEREIN. No consent by Secured Party to any of the foregoing will in any event relieve Grantor of primary, absolute and unconditional liability for its duties and obligations under this Agreement. Secured Party, at any time with or without notice to Grantor. may sell, transfer, assign and/or grant a security interest in all or any part of Secured Party’s interest in the Loan Documents or the Aircraft or any part thereof (each, a “Secured Party Transfer”) and Grantor hereby expressly consents in advance to any such assignment by Secured Party of the Loan Documents and Secured Party’s associated rights therein, including in connection therewith any assignment of Secured Party International Interests assigned or created hereunder in or relating to the Aircraft. Any purchaser, transferee, assignee or secured party of Secured Party (each a “Secured Party Assignee”) will have and may exercise all of Secured Party’s rights hereunder with respect to the items to which any such Secured Party Transfer relates, and Grantor will not assert against any Secured Party Assignee any claim Grantor may have against Secured Party, provided Grantor may assert any such claim in a separate action against Secured Party. Upon receipt of written notice of a Secured Party Transfer, Grantor will promptly acknowledge in writing its obligations under this Agreement, wilt comply with the written directions or demands of any Secured Party Assignee and will make all payments due under the assigned Agreement as directed in writing by the Secured Party Assignee. Following such Secured Party Transfer, the term ’Secured Party” will be deemed to include or refer to each Secured Party Assignee. Grantor will provide reasonable assistance to Secured Party to complete any transaction contemplated by this subsection. Subject to the restriction on assignment contained in this subsection, this Agreement inures to the benefit of, and is binding upon, the successors and assigns of the parties hereto.

Section 8.7 Benefit of Parties. Successors and Assigns: Entire Agreement All representations, warranties, covenants and agreements contained herein or delivered in connection herewith will be binding upon, and inure to the benefit of. the Grantor and the Secured Party and their respective legal representatives. successors and assigns. This Agreement, together with the other Loan Documents, constitute the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior understandings and agreements of such parties.

Section 8.8 Further Assurances. At any time and from time to time, upon the reasonable request of the Secured Party, the Grantor will promptly and duly execute and deliver any and all such further instruments and documents and lake such action (including providing any necessary consents) with the International Registry as may be reasonably specified in such request, and as are reasonably necessary to perfect, preserve or protect the security interests, International Interests and assignments created or intended to be created hereby. or to obtain for the Secured Party the full benefit of the specific rights and powers herein granted and assigned, including the execution and delivery of Uniform Commercial Code financing statements and continuation statements with respect thereto, or similar instruments relating to the perfection of the mortgage, security interests. International Interests or assignments created or intended to be created hereby.

P690 110120

Section 8.9 Performance by Secured Party. In its discretion, the Secured Party may (but will not be obligated to), at any time and from time to time (regardless of whether or not a Default or an Event of Default has occurred), for the account of the Grantor, pay any amount required to be paid by the Grantor hereunder, or do any act required of the Grantor hereunder, and which the Grantor fails to pay or do at the time required, and any such payment will be repayable to the Secured Party by the Grantor on demand, will bear interest at the Default Rate, and will be secured by the Collateral.

Section 8.10 Indemnity. Grantor will indemnify and hold harmless Secured Party and each Secured Party Assignee, on an after tax basis, from and against any and all liabilities, causes of action, claims, suits, penalties, damages, losses, costs or expenses (including attorneys’ fees), obligations, demands and judgments (collectively, a “Liability”) arising out of or in any way related to: (a) Grantor’s failure to perform any covenant under any of the Loan Documents, (b) the untruth of any representation or warranty made by Grantor under the Loan Documents, (c) the order, manufacture, purchase, ownership, selection, acceptance, rejection, possession, rental, sublease. operation, use. maintenance, control, loss, damage, destruction, removal, storage, surrender, sale, condition, delivery, return or other disposition of or any other matter relating to the Aircraft, or (d) injury to persons, property or the environment including any Liability based on strict liability in tort, negligence, breach of warranties or Grantor’s failure to comply fully with applicable law or regulatory requirements: provided, that the foregoing indemnity will not extend to any Liability to the extent resulting solely from the gross negligence or willful misconduct of Secured Party.

Section 8.11 Amendments. Neither this Agreement. nor any of the terms hereof, may be terminated. amended, supplemented. waived or modified orally, but only by an instrument in writing which is signed by the party against whom the enforcement of the termination, amendment, supplement, waiver or modification is sought.

Section 8.12 Waiver of Jury Trial. SECURED PARTY AND GRANTOR HEREBY EACH WAIVE THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THE AIRCRAFT OR THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS. THIS WAIVER IS MADE KNOWINGLY. WILLINGLY AND VOLUNTARILY BY SECURED PARTY AND GRANTOR, WHO EACH ACKNOWLEDGE THAT NO REPRESENTATIONS HAVE BEEN MADE BY ANY INDIVIDUAL TO INDUCE THIS WAIVER OF TRIAL BY JURY OR IN ANY WAY TO MODIFY OR NULLIFY ITS EFFECT. THIS WAIVER APPLIES TO ANY SUBSEQUENT AMENDMENTS. RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO. GRANTOR AGREES THAT IT WILL NOT ASSERT ANY CLAIM AGAINST THE SECURED PARTY OR ANY OTHER PERSON INDEMNIFIED UNDER THIS AGREEMENT ON ANY THEORY OF LIABILITY FOR SPECIAL, INDIRECT, CONSEQUENTIAL. INCIDENTAL OR PUNITIVE DAMAGES.

Section 8.13 Counterpart Execution. Joint and Several Liability. This Agreement and any amendments to this Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when so executed and delivered, will be an original, but all such counterparts will together constitute but one and the same instrument. Fully executed sets of counterparts will be delivered to, and retained by, the Grantor and the Secured Party. If this Agreement is executed by more than one Person as Grantor, the obligations of all such signers hereunder will be joint and several and all references to “Grantor” will apply both jointly and severally.

ARTICLE 9 – DEFINITIONS

Section 9.1 Definitions. In this Agreement, unless the context otherwise requires. the terms defined herein and in any agreement executed in connection herewith include, where appropriate, the plural as well as the singular and the singular as well as the plural. Except as otherwise indicated, all agreements defined herein refer to the same as from time to time amended or supplemented, or the terms thereof waived or modified in accordance herewith and therewith. The terms “including,’ includes’ and Include” will be deemed to be followed by the words “without limitation.” Unless otherwise defined herein, capitalized terms used herein have the meanings given thereto in the Note. The following terms have the respective meanings set forth below:

a) “Act” means the Federal Aviation Act of 1958. as amended from time to time and recoddied at 49 U.S.C. § 44101 et seq.

b) “Agreement’, ‘this Agreement”. “hereby’. “herein”. ‘hereof’. ‘hereunder’ or other like words means this Aircraft Secunty Agreement, as it may be amended, modified or supplemented from time to time.

c) “Aircraft’ means the Airframe together with the Engine(s), whether or not such Engine(s) are installed on the Airframe or any other airframe.

d) ’Airframe” means (i) one (1) Raytheon Aircraft Company 400A aircraft (excluding, however, the Engine or engines from time to time installed thereon) having the United States Registration Number and

Par 15o1X.

EFTA00012178

.

: 上一篇: 上一篇:

manufacturers serial number specified on Schedule 1 attached hereto. (ii) any and all avionics, appliances, instruments, accessories and parts, and all replacements therefor, which are from time to time incorporated or installed in or attached thereto or which have been removed therefrom, and (iii) any replacement airframe which may from time to time be substituted for such Airframe in accordance with the terms of the Agreement.

e) “Business Day’ means a day other than a Saturday or Sunday on which the banks are open for business in Cincinnati. Ohio.

0 ’Cape Town Treaty has the meaning provided in 49 U.S.C. §44113(1).

g) “Closing Date’ means the date on which the Secured Party makes the Loan to Grantor pursuant to the Note.

h) “Collateral’ has the meaning set font, in Section 1.1 hereof.

i) “Commodity Exchange Ace means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time. and any successor statute.

“Default” means an event which, after the giving of notice or lapse of time, or both, would become an Event of Default.

k) “Default Rate’ means the rate per annum set forth in Section 7 of the Note.

I) ‘IDERA’ means an Irrevocable De-Registration and Export Request Authorization in substantially the form annexed to the Cape Town Treaty.

m) “Engine’ means (i) each of the (2) engines manufactured by Williams International, model FJ44- 3AP Series having the manufacturer’s serial number specified on Schedule 1 attached hereto (which engine(s) have 550HP or greater rated takeoff horsepower or the equivalent of such horsepower and, if such engine is a jet propulsion aircraft engine, has al least 1750 lb of thrust or its equivalent), whether or not from time to time installed on the Airframe or any other airframe, (ii) any replacement engine which may from time to time be substituted for the Engine pursuant to the terms of the Agreement, and (iii) in each case. any and all pans which are from time to time incorporated or installed in or attached to the Engine and any and all parts removed therefrom.

n) ’Equipment” means any or all of the Airframe, Engines and Parts.

o) ‘Event of Default’ has the meaning set forth in Section 5.1 hereof.

p) “Event of Loss” means:

the Aircraft is lost stolen, destroyed, rendered permanently unfit for its intended use, or irreparably damaged, from any cause whatsoever;

the Aircraft is returned to the manufacturer or seller or either of their agents or nominees pursuant to any warranty settlement or patent indemnity settlement.

(iii) the Aircraft is damaged to the extent that an insurance settlement is made on the basis of a total loss or a constructive or compromised total loss:

(iv) the Aircraft is prohibited from use for air transportation by any agency of the Government for a period of six months or more: or

(v) the Aircraft is taken or requisitioned by condemnation or otherwise by any governmental Person, including a foreign government or the Government resulting in loss of possession by the Grantor for a period of six months or more.

An Event of Loss with respect to the Aircraft will be deemed to have occurred if an Event of Loss occurs with respect to the Airframe that constitutes a part of the Aircraft.

q) ‘Excluded Swap Obligation’ means, with respect to any guarantor of a Swap Obligation, including the grant of a security interest to secure the guaranty of such Swap Obligation, any Swap Obligation if, and to the extent that, such Swap Obligation is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such guarantor’s failure for any reason to constitute an “eligible contract participant’ as defined in the Commodity Exchange Act and the regulations thereunder at the time the guaranty or grant of such security interest becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Swap Obligation or security interest is or becomes illegal.

Par ,6 N20

r) ‘FAA’ means the United States Federal Aviation Administration or any governmental Person, agency or other authority succeeding to the functions of the Federal Aviation Administration.

s) ‘Government’ means the federal government of the United States of America or any instrumentality or agency thereof.

t) ’Guarantor means individually and collectively, any guarantor of Grantor’s obligations owed to Secured Party.

u) ’Guaranty” means individually and collectively, any agreement under which any Guarantor guarantees Grantor’s obligations owed to Secured Party.

v) ‘Incorporated in’ means incorporated, installed in or attached to or otherwise made a part of.

w) ’Indemnified Parties” means the Secured Party and its successors. assigns. transferees. directors, officers. employees, shareholders. servants and agents.

x) International Interest” shall have the meaning provided thereto in the Cape Town Treaty.

y) ‘International Registry’ has the meaning provided in 49 U.S.C. §44113(3).

z) “Lien’ means any assignment, mortgage. pledge, lien, charge. encumbrance, lease security, interest International Interest. Prospective Assignment. Prospective International Interest, or any claim or exercise of rights affecting the title to or any interest in property.

aa) ’Loan Documents” means, collectively, this Agreement, the Note, the Guaranty, if any, an IDERA in favor of Secured Party, the Rate Management Agreement and all other documents prepared by Secured Party and now or hereafter executed in connection therewith and all amendments. restatements. modifications and supplements thereto.

bb) “Loss Value’ means 100% of the amount necessary to pay in full, as of the date of payment thereof, the principal and accrued interest on the Loan plus any prepayment premium. If an Event of Loss occurs during a period of time when no prepayment is permitted, the Loss Value will include a prepayment premium in an amount equal to 3% of the then outstanding principal balance remaining under the Note.

cc) ’Modified Following Business Day Convention” means the first following day that is a Business Day unless that day falls in the next calendar month, in which case that date will be the first preceding day that is a Business Day.

dd) ‘Note’ means, collectively, all now existing or hereafter executed promissory notes by Grantor as maker in favor of Secured Party. which, according to their respective terms, are executed pursuant to. and secured by the Collateral pledged under. this Agreement, and all amendments, restatements. modifications and supplements thereto.

ee) ’Note Payment Date” has the meaning set forth in the Note.

ff) ‘Obligations’ has the meaning given in Section 1.1.

gg) ‘Parts’ means all appliances, parts. components, instruments, appurtenances. accessories. furnishings and other equipment of whatever nature (other than a complete engine or engines) whether now owned or hereafter acquired which may from time to time be incorporated in the Airframe or any Engine (and “Part’ means any of the foregoing) or, after removal therefrom, so long as such Parts remain subject to the Lien of this Agreement in accordance with Section 2.4 or Section 2.5 hereof.

hh) ‘Prospective Assignment’ shall have the meaning provided thereto in the Cape Town Treaty.

ii) ‘Prospective International Interest’ shall have the meaning provided thereto in the Cape Town Treaty.

jj) ‘Permitted Lien’ means: (i) Liens in favor of or expressly consented to in writing by the Secured Party and (ii) mechanics or other like Liens arising in the ordinary course of business for amounts which are not material and the payment of which is either not yet due or is being contested in good faith by appropriate proceedings so long as such proceedings do not. in the Secured Party’s opinion, involve any material danger of the attachment. sale, forfeiture or loss of any item of Equipment or any interest therein (including the Lien of the Secured Party).

One I? a 20

kk) “Person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

II) Primary Hangar Location’ has the meaning specified in Section 2.8.

mm) “Purchase Agreement” (if any) means the Purchase Agreement dated October 2, 2013, between Nextant Aerospace, LLC as seller, and Grantor as buyer. as it may be amended, modified or supplemented from time to time.

nn) ’Rate Management Agreement” means any agreement, device or arrangement providing for payments which are related to fluctuations of interest rates. exchange rates. forward rates, or equity prices. including. but not limited to. dollar-denominated or cross-currency interest rate exchange agreements, forward currency exchange agreements, interest rate cap or collar protection agreements. forward rate currency or interest rate options, puts and warrants. and any agreement pertaining to equity derivative transactions (e.g., equity or equity index swaps, options. caps, floors, collars and forwards), including without limitation any ISDA Master Agreement between Grantor and Secured Party or any affiliate of Fifth Third Bancorp, and any schedules. confirmations and documents and other confirming evidence between the parties confirming transactions thereunder, all whether now existing or hereafter arising, and in each case as amended, modified or supplemented from time to time.

oo) “Rate Management Obligations” means any and all obligations of Grantor to Secured Party or any affiliate of Fifth Third Bancorp. whether absolute, contingent or otherwise and howsoever and whensoever (whether now or hereafter) created, arising, evidenced or acquired (including all renewals. extensions and modifications thereof and substitutions therefore), under or in connection with (i) any and all Rate Management Agreements. and (ii) any and all cancellations, buy-backs. reversals, terminations or assignments of any Rate Management Agreement.

PP/ ’Records” means the records, logs and other material described in Section 2.2.

qq) ‘Swap Obligation’ means any Rate Management Obligation that constitutes a ‘swap’ within the meaning of section la(47) of the Commodity Exchange Act. as amended from time to time.

rr) ’UCC” or ’Uniform Commercial Code” means the Uniform Commercial Code as in effect in any applicable jurisdiction.

(Signature pages follow)

Rego TS of 20

EFTA00012184

.

IN WITNESS WHEREOF, the parties have each executed this Aircraft Security Agreement, as of the date set forth above.

On this ..14 day of December, 2013. before me the subscriber personally appeared being by me duty sworn, did depose, and say,that he resides at Ell t County. State of t..N that he is the VaStor n - of I 11l !f • the corporation described in and which executed the foregoing instrument; and that he signed his name thereto by order of the Board of Directors of said company.

NO ARY PU LIC My Commission Expires:

NOTA

. … OHIO nettOrdell ire M.tflina County My Commission expires Sep, r. 2075

SECURED PARTY:

STATE OF COUNTY OF Ohm knit ss

On this 7 day of December, 2013. before me the subscr: er per pnally appeared Lel

being by me duly sworn, did depose and say: that he resides at ICounly, State of Ohio: that is a \AIL( rtc [R atlitirf ifth Third bank, the entity described in and which executed the foregoing instrument; and that he sighed his name thereto by order of the Board of Directors of said corporation.

P090 main

EFTA00012188

1

!

Soolowl.mslot,

EFTA00012190

:

–

・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・

FORM OF IRREVOCABLE DE-REGISTRATION AND EXPORT REQUEST AUTHORIZATION

IRREVOCABLE DE-REGISTRATION AND EXPORT REQUEST AUTHORIZATION

THIS IRREVOCABLE DE-REGISTRATION AND EXPORT REQUEST AUTHORIZATION IS LINKED TO AND PART OF THAT CERTAIN AIRCRAFT SECURITY AGREEMENT DATED DECEMBER 27, 2013, BY AND BETWEEN THORAIR, LLC AND FIFTH THIRD BANK, WHICH IS BEING FILED WITH THE FEDERAL AVIATION ADMINISTRATION CONTEMPORANEOUSLY HEREWITH

December 27. 2013

To: Federal Aviation Administration

Re. Irrevocable De-Registration and Export Request Authorization

The undersigned is the registered owner of the Raytheon Aircraft Company 400A bearing manufacturers serial number RK-244 and registration N493LX (together with all installed, incorporated or attached accessories, parts and equipment, the ’aircraft”).

This instrument is an irrevocable de-registration and export request authorization issued by the undersigned in favor of Fifth Third Bank (“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 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.

n- Inge l a

CITY OKLAHOMA OKLAHOMA

98 2 Pfl 30 DEC 2013

PM WITH FILED RR REGISTRATION AIRCRAFT

DOCUMENT LEVEL ANNOTATIONS FOR DOCUMENT ARE005634587

Oxig #7130 xet’d to CND

IRREVOCABLE DE-REGISTRATION AND EXPORT REQUEST AUTHORIZATION

THIS IRREVOCABLE DE-REGISTRATION AND EXPORT REQUEST AUTHORIZATION IS LINKED TO AND PART OF THAT CERTAIN AIRCRAFT SECURITY AGREEMENT DATED DECEMBER 27, 2013, BY AND BETWEEN THORAIR, LLC AND FIFTH THIRD BANK, WHICH IS BEING FILED WITH THE FEDERAL AVIATION ADMINISTRATION CONTEMPORANEOUSLY HEREWITH

December 27, 2013

To: Federal Aviation Administration

Re: Irrevocable De-Registration and Export Request Authorization

The undersigned is the registered owner of the Raytheon Aircraft Company 400A bearing manufacturers serial number RK-244 and registration N493LX (together with all installed, incorporated or attached accessories, parts and equipment, the ’aircraft”).

This instrument is an irrevocable de-registration and export request authorization issued by the undersigned in favor of Fifth Third Bank (“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 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 b the Federal Aviation Administration.

CITY OKLAHOMA OKLAHOMA

2 PR 30 DEC 2013 ’19

FAA WITH FILED BR REGISTRATION AIRCRAFT

DOCUMENT LEVEL ANNOTATIONS FOR DOCUMENT ARE005467132

See Recorded Cony #RT008294 Doc Id #7131

r” .

DELCARATION of INTERNATIONAL OPERATIONS

The undersigned owner of aircraft N493LX, Manufacturer Raytheon Aircraft Company

Model 400A, Serial Number RK-244 declares that this aircraft is scheduled to make an

international flight* on 1213j 12013 as flight Number N/A departing

Richmond Heights. OH with a destination of Windsor. Ontario. Canada

required route between two points in the United States involves international navigation, explain under Comments below. e.g. ‘partly over Canada’ or “partly in international airspace.]

Expedited registration in support of this international flight is requested this

30 day of Thle-mber 2013 with knowledge that:

Whoever, in any matter within the jurisdiction of the executive branch of the Government of the United States, knowingly and willfully makes or uses any false writing or document knowing the same to contain any materially false, fictitious or fraudulent statement of representation shall be fined under Title 18 United States Code or imprisoned not more than 5 years, or both. 18 U.S.C. §1001(a).

Name of Owner: Th Signature:

Typed Name and Ti

9f required route between two points in the United States involves international navigation, explain under Comments, e.g. “partly over Canada” or “partly in international airspace”.

• . . .

t.• 66

•

. ,..; Ont.

0 Obi U

5

WITH FILED FAA REGISTRATION AIRCRAFT BR

30 DEC 2013 16 3 P19

CITY OKLAHOMA OKLAHOMA

CITY OKLAHOMA OKLAHOMA

PM 30 OW 2013 16 1

WITH ,FILED a FAA REGISTRATION AIRCRAFT BR

FAA WITH FILED

REGISTRATION AIRCRAFT BR

16 1 PIT1 30 DEC 2013

CITY OKLAHOMA OKLAHOMA

DEALER CERTIFICATE NUMBER

AND TO ITS EXECUTORS. ADMINISTRATORS. AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS a DAY OF , 2013.

ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.)

ORIGINAL: TO FAA

AC Form 8050-2 (1/09) (NSN 0052-00429-0003) Supersedes Previous Edition

’Aircraft used herein shall include the niereme eesefieed below and the

Wi 11 t 05Y15 modei c3Nq aircraft eneinm Sit manufacturers serial numbers .9’5,9 ?LOS and

FAA WITH FILED REGISTRATION AIRCRAFT BR

13 1 PEI 30 DEC 2013

CITY OKLAHOMA OKLAHOMA

FAA RELEASE OF LIEN

The Prudential Insurance Company of America - Collateral Agent, as secured party under the Security Agreements and Amendments to Security Agreements (the “Security a Agreements”), described and defined on Exhibit A attached hereto, hereby releases from a the terms of the Security Agreements all of its right, title and interest in and to the Aircraft and Engines (“Aircraft and Engines”) described and defined on Exhibit A attached hereto. ti

IN WITNESS WHEREOF the parties have signed this FAA Release of Lien as of this a2 S day of nnalr.in 2013.

The Prudential Insurance Company of America as Collateral Agent

Title: Vice President

.

.

.. …

:

IF E MA 882 ARAM EIOS

OKLAHOMA ORLAHOMA CITY

EXHIBIT A FAA RELEASE

Security Agreements

Aircraft Security Agreement dated November 16, 2011 between The Prudential Insurance Company of America - Collateral Agent, as secured party and Flight Options, LLC, as debtor, recorded by the Federal Aviation Administration on December 14, 2011 as conveyance number KT006654.

First Amendment to Aircraft Security Agreement KT006654 dated January 10, 2013 recorded January 24, 2013 as FAA conveyance number CW006411 between The Prudential Insurance Company of America - Collateral Agent, as secured party and Flight Options, LLC as debtor.

Aircraft and Engines

N493LX, Raytheon Aircraft Company 400A, Serial Number RK-244 and Two (2) Pratt & Whitney Canada Jr150-5 Engines, Serial Numbers PCE-JA0256 and PCE-JA0257.

CITY OKLAHOMA OKLAHOMA

91 3 P1 28 NH 2013

FAA WITH FILED BR REGISTRATION AIRCRAFT

DOCUMENT LEVEL ANNOTATIONS FOR DOCUMENT ARE004629477

See recorded conveyance number KT006654 et al Doc ID 6550

U.S. DEPARTMENT OF TRANSPORTATION KIX R.V, AVIATION ADMINISTRATION CROSS-REFERENCE-RECORDATION

1ECORDED CONVEYANCE FILED IN: 914UM: 493LX SERIAL NUM: RK-244 MIR: NIODEL: 400 RAYTHEON AIRCRAFT COMPANY A

tFS-750-2.3R (08/09)

FIRST AMENDMENT TO AIRCRAFT SECURITY AGREEMENT (SIN RK-244)

THIS FIRST AMENDMENT TO AIRCRAFT SECURITY AGREEMENT (S/N RK-244) (this “Amendment”) is made as of January 10, 2013, by and between FLIGHT OPTIONS, LLC, a Delaware limited liability company (“Borrower”) and THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, as collateral agent (“Agent”) for the Lenders (as defined in the Security Agreement defined below).

RECITALS

A. Borrower has executed an Aircraft Security Agreement (S/N RK-244) dated as of November 16, 2011 (as amended and assigned from time to time, the “Security Agreement”), in favor of Agent as more fully described on Exhibit A attached hereto and made a part hereof. Pursuant to the Security Agreement, Borrower has granted Agent for the benefit of Lenders a first priority security interest, security assignment and lien, in, against, under and with respect to all of Borrower’s right, title and interest in, to and under certain collateral, including, without limitation, a Raytheon Aircraft Company model 400A aircraft bearing manufacturers serial number RK-244 and U.S. Registration No. N493LX, as more fully described on Exhibit A hereto (the “Aircraft”).

B. Borrower and Agent have agreed to modify certain provisions of the Security Agreement.

C. All capitalized terms used but not otherwise defined herein shall have the meaning ascribed to them in the Security Agreement.

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:

1. Security Agreement Amendments. From and after the date of this Amendment:

(a) The Security Agreement is hereby amended by deleting Section 2.4(i) in its entirety and replacing it with the following:

“(i) Borrower may sell the Aircraft at any time after the Lien in the Aircraft has been released in accordance with Section 3.5 hereof; and”

(b) The Security Agreement is hereby amended by deleting Section 3.5 thereof in its entirety and replacing it with the following:

“3.5 Release of Lien. Upon receipt by Lenders on or before the date set forth on Annex H hereto of the Release Payment (to be allocated among Lenders based on their respective pro rata share of the Obligations) in immediately available funds, together with interest thereon through such date, if applicable, so long as no Default or Event of Default then exists, Lenders shall release the aircraft identified on such Annex corresponding to such Release Payment from the Lien of the applicable security agreement in favor of Lender. For purposes hereof “Release Payment” means, for any Aircraft or group of Aircraft, the payment specified by reference to Annex Hhereto. Notwithstanding the foregoing, to the extent at any time that the Release Payment exceeds the aggregate unpaid Obligations, then the aggregate Release Payment for any and all remaining aircraft indicated on Annex H at such time shall equal the aggregate unpaid Obligations.’

(c) The Security Agreement is hereby amended by deleting Annex D to the Security Agreement in its entirety and replacing it with Annex D in the form set forth on Exhibit B attached hereto and made a part hereof. 130111523347 $15.00 01/11/2013

EFTA00012215

2581729 (RK-244 AMENDMENT)

FAA WITH FILED BR REGISTRATI0I! AIRCRAFT

15 3 PM 11 JAN 2013

CITY OKLAHOMA OKLAHOMA

(d) The Security Agreement is hereby amended to delete Annex E to the Security Agreement in its entirety and replacing it with Annex E in the form set forth on Exhibit C attached hereto and made a part hereof.

(e) The Security Agreement is hereby amended to add Annex H to the Security Agreement in the form set forth on Exhibit D attached hereto and made a part hereof.

2. References in Security Agreement. Each and every reference in the Security Agreement to ’this Agreement” is deemed for all purposes to reference the Security Agreement as amended pursuant to this Amendment unless the context clearly indicates or dictates a contrary meaning.

3. Ratification: Grant of Security Interest. Borrower hereby agrees for the benefit of Agent and Lenders and their respective successors and assigns that nothing contained herein shall be construed in any manner to in any manner affect, impair, lessen, release, cancel, terminate or extinguish the indebtedness, liabilities or obligations of Borrower under the Security Agreement or the other Loan Documents. In no event shall this Amendment be deemed a waiver, discharge, substitution or replacement of the Security Agreement or the other Loan Documents. Borrower hereby ratifies and confirms in all respects all of its indebtedness, liabilities and obligations under the Security Agreement and the other Loan Documents and agrees that, except as expressly modified by this Amendment, the Security Agreement and the other Loan Documents shall continue in full force and effect as if set forth specifically herein. As a precautionary matter, as collateral security for the prompt and complete payment and performance as and when due of all of the Obligations, Borrower hereby ratifies, confirms and re-grants to Agent for the benefit of Lenders a first priority security interest in and lien on, and consents to the registration of an international interest in, and collaterally assigns to Agent, all of Borrower’s right, title and interest in, to and under all of the Collateral.

4. Representations. Borrower hereby represents, warrants and agrees that: (a) the Recitals to this Amendment are true and accurate in each and every respect and are all incorporated by reference herein; (b) each and every of its representations and warranties set forth in the Loan Documents continues to remain true, accurate and complete as if the same were made on the date hereof; (b) this Amendment, the Security Agreement as modified hereby and the other Loan Documents are the valid and legally binding obligations of Borrower, fully enforceable against Borrower in accordance with their terms; (c) the terms of the Security Agreement and the other Loan Documents have not heretofore been amended or modified by any action or omission or course of conduct on the part of Agent or either Lender (other than by a formal written agreement executed by Lenders), nor has Agent or either Lender waived or relinquished any of their rights, powers or remedies under the Loan Documents; (d) the payment and performance of the Obligations are, and shall, in accordance with the terms of the Loan Documents, continue to be, secured by, among other things, the Financed Aircraft, the Additional Aircraft and the other collateral described in the Loan Documents: (e) Agent has a first priority perfected security interest in, and lien on, the Financed Aircraft, the Additional Aircraft and the other collateral described in the Loan Documents; (f) the aircraft described in Exhibit B hereto are the Financed Aircraft for all purposes of the Loan Documents; and (g) the aircraft described in Exhibit C hereto are the Additional Aircraft for all purposes of the Loan Documents. If any of the foregoing representations and warranties shall prove to be false, incorrect or misleading in any material respect, Agent or either Lender may, in its absolute and sole discretion, declare that a default has occurred and exists under the Loan Documents, and Agent and Lenders shall be entitled to all of the rights and remedies set forth in the Loan Documents as the result of the occurrence of such default.

5. Expenses of Agent and Lenders. Borrower hereby agrees to reimburse Agent and Lenders upon demand for all expenses of Agent and Lenders (including the fees and expenses of their legal counsel and FAA Counsel) in connection with (a) the preparation of this Amendment and the other documents executed and/or delivered in connection herewith; and (b) the filing of this Amendment with the FAA and the registrations with the International Registry in connection therewith.

6. Release. Borrower hereby waives, releases and forever discharges Agent and each Lender and the other Indemnified Parties of and from any and all indemnified liabilities (as defined in the Security Agreement) arising, directly or indirectly, out of or in connection with any of any act, omission, representation or any other matter whatsoever or thing done, omitted or suffered to be done by any Indemnified Party that has occurred in whole or in part at any time up to and immediately preceding the moment of the execution of this

Amendment. including, but not limited to, the negotiation, making, borrowing, administration, enforcement and /or collection of the Loan Documents.

7. Governing Law; Jurisdiction: Waiver of Jury Trial. This Amendment shall be construed and enforced in accordance with, and the rights of both parties shall be governed by, the internal laws of the State of New York (without regard to the conflict of laws principles of such state, other than Sections 5-1401 and 5- 1402 of the New York General Obligations Law), including all matters of construction, validity, and performance. Borrower hereby irrevocably consents and agrees that any legal action, suit or proceeding arising out of or in any way in connection with this Amendment may be instituted or brought in the courts of the State of New York or the U.S. District Court for the Southern District of New York, as Agent may elect, or in any other state or Federal court as Agent shall deem appropriate, and by execution and delivery of this Amendment, Borrower hereby irrevocably accepts and submits to, for itself and in respect of its property, generally and unconditionally, the non-exclusive jurisdiction of any such court, and to all proceedings in such courts. BORROWER HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AMENDMENT OR ANY OF THE LOAN DOCUMENTS.

8. Miscellaneous.

(a) Upon the request of Agent, Borrower, at its sole cost and expense, shall execute and deliver to Agent such further instruments and shall do and cause to be done such further acts with respect to the Security Agreement, this Amendment and any other document executed in connection herewith as Agent may deem necessary or desirable in Agent’s sole discretion to carry out more effectively the provisions and purposes of this Amendment and the Security Agreement.

(b) This Amendment and the Security Agreement contain the entire agreement among Agent and Borrower regarding the subject matter hereof and completely and fully supersede all other prior agreements, both written and oral, among Agent and Borrower relating to the subject matter hereof. Neither Agent nor Borrower shall hereafter have any rights under such prior agreements but shall look solely to this Amendment and the Security Agreement for the definition and determination of all of their respective rights, liabilities and responsibilities relating to the subject matter hereof. The headings in this Amendment are for convenience only and shall not limit or otherwise affect any of the terms hereof.

(c) No modification or waiver of any of the provisions of this Amendment, nor any consent to any departure by Borrower therefrom, shall be effective until and unless it is in writing and signed by Agent, and any such waiver shall be effective only in the specific instance and for the specific purpose for which it is given. This Amendment may be executed in any number of counterparts, all of which when taken together shall constitute but a single instrument.

(d) All of the terms and conditions of this Amendment shall survive the execution and delivery of this Amendment and the performance and repayment of the Obligations.

(e) In the event that any provision of this Amendment is for any reason held to be invalid, illegal or unenforceable, in whole or in part or in any respect, then such provision only shall be deemed null and void and shall not affect any other provision hereof, and the remaining provisions shall remain operative and in full force and effect.

(f) This Amendment shall be binding upon Borrower and its successors and assigns and shall inure to the benefit of Agent and Lenders and their respective successors and assigns. Time is of the essence with regard to this Amendment.

(SIGNATURES ON NEXT PAGE(

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective officers thereunder duly authorized, all as of the date first set forth above

THE PRUDENTIAL INSURANCE COMPANY OF AMERICA

:

1

.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective officers thereunder duly authorized, all as of the date first set forth above.

FLIGHT OPTIONS, LLC

By: Name: Title:

THE PRUDENTIAL INSURANCE COMPANY OF AMERICA. as Collateral Agent

2581729 (RK-244 AMENDMENT)

EXHIBIT A TO AMENDMENT

DESCRIPTION OF SECURITY AGREEMENT

Aircraft Security Agreement (S/N RK-244) dated as of November 16, 2011, by Flight Options, LLC in favor of The Prudential Insurance Company of America, as collateral agent, which was recorded with the Federal Aviation Administration (the “FAA”) on December 14, 2011, under conveyance number KT006654.

DESCRIPTION OF AIRCRAFT

One (1) Raytheon Aircraft Company model 400A (described on the International Registry Manufacturers List as RAYTHEON AIRCRAFT COMPANY model 400A) aircraft that consists of the following components:

• (a) Airframe bearing U.S. Registration No. N493LX and manufacturers serial number RK-244.
• (b) Two (2) Pratt & Whitney Canada model JT15D-5 (described on the International Registry Manufacturer’s List as PRATT & WHITNEY CANADA model JT15D SERIES) aircraft engines bearing manufacturer’s serial numbers PCE-JA0256 and PCE-JA0257 (described on the International Registry Manufacturer’s List as JA0256 and JA0257) (each of which has 550 or more rated takeoff horsepower or the equivalent of such horsepower).
• (c) Standard avionics and equipment, all other accessories, additions, modifications and attachments to, and all replacements and substitutions for, any of the foregoing.

EXHIBIT B TO AMENDMENT

[INTENTIONALLY OMITTED FOR FAA FILING PURPOSES]

EXHIBIT C TO AMENDMENT

[INTENTIONALLY OMITTED FOR FAA FILING PURPOSES]

EXHIBIT D TO AMENDMENT

[INTENTIONALLY OMITTED FOR FAA FILING PURPOSES]

FAA WITH FILED OR REGISTRATION AIRCRAFT

15 3 P11 11 JfIN 2013

CITY OKLAHOMA OKLAHOMA

DOCUMENT LEVEL ANNOTATIONS FOR DOCUMENT ARE004430869

ORIG AMEND S/A RET’D TO IATS DOC ID 0756, 1/11/2013

U.S. DEPARTMENT OF TRANSPORTATION FEDI RAI, AVIATION ADMINISTRATION CROSS-REFERENCE-RECORDATION

1ECORDED CONVEYANCE FILED IN: NNUM: 493LX SERIAL NUM: RK-244 MFR: NIODEL: 400 RAYTHEON AIRCRAFT COMPANY A

%FS-750-23R (08/09)

AIRCRAFT SECURITY AGREEMENT (S/N RK-244)

THIS AIRCRAFT SECURITY AGREEMENT (S/N RK- 44) (together with all Addenda, Riders and Annexes hereto, this “Agreement) is dated as of November , 2011 (the “Closing Date”), by FLIGHT z 0 OPTIONS, LLC, a Delaware limited liability company (*Borrower”) in favor of THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, as collateral agent (“Agent) for the Lenders (as defined below) with a notice address of: c/o Prudential Capital Group — Commercial Asset Finance, 3350 Riverwood 0 Parkway, Suite #1500, Atlanta, GA 30339, Attention Managing Director. a

RECITALS

A. The Prudential Insurance Company of America (“PICA”) and/or Ferry Street I LLC (‘Ferry’ rti and together with PICA, “Lenders”) are parties to certain loan and aircraft security agreements, promissory notes (the “Notes”) and other loan documents securing, evidencing or relating to loans financing the Financed Aircraft (the “Existing Documents”). 0

Ni W B. The Borrower has requested that lenders amend certain of the Existing Documents, and > Lenders are willing to do so, provided that the Borrower secure the Obligations by granting Agent a Lien K on the Additional Aircraft and related collateral. TI

NOW, THEREFORE, in consideration of the mutual agreements contained herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Borrower agrees as follows:

Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to them in Annex A attached hereto and made a part hereof.

SECTION 1. Representations and Warranties. In order to induce Lenders to amend the Existing Documents, Borrower represents and warrants to Agent and Lenders, and agrees with Agent and Lenders, that:

(a) Borrower (i) is duly qualified to do business in each jurisdiction in which the conduct of its business or the ownership or operation of its assets requires such qualification, including the jurisdiction of the primary hangar location of the Aircraft, other than any such jurisdiction as to which the failure to be so qualified could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; (ii) has the necessary limited liability company authority and power to own and operate the Aircraft and its other material assets and to transact the business in which it is engaged; (iii) is a “citizen of the United States’ within the meaning of the Transportation Code; and (iv) has full limited liability company power, authority and legal right to execute and deliver this Agreement, to perform its obligations hereunder and thereunder and to grant the security interest, security assignment and Lien created by this Agreement;

(b) (i) Borrower’s name as shown in the preamble of this Agreement is its exact legal name as shown on its certificate of formation or limited liability company agreement, each as amended and in effect as of the Closing Date; (ii) Borrower has the form of business organization set forth in Annex B attached hereto and made a part hereof and is and will remain duly organized, validly existing and in good standing under the laws of the state of its organization set forth in Annex B hereto; (iii) Borrower’s federal taxpayer identification number, state-issued organizational identification number (if any) and chief executive office and principal place of business address are all as set forth on Annex B hereto; and (iv) Borrower is “situated” in a country that has ratified or acceded to the Cape Town Convention within the meaning of Article 4 of the Convention;

(c) this Agreement (i) has been duly authorized by all necessary action on the part of Borrower consistent with its form of organization and does not require the approval of or notice to any other Person

I hereby certify that I have compared this 15.00 11/16/2011 2394767 original and it is a true and correct copy t -204 SECURITY AGREEMENT)

113201547419

סגראHOWW טערעHOMA CITY

.

22 8 mg 8 8 mg 20 000 1102

19 MOITARTSIDIA TRANSFI FAA

(including any trustees or holders of indebtedness) or any governmental authority; (ii) does not contravene or constitute a default under any Applicable Law, its certificate of formation or limited liability company agreement or any agreement, indenture or other instrument to which Borrower is a party or by which it may be bound; (iii) does not require approval of, or notice to, any governmental body, authority, or agency in connection with either the execution, delivery or performance by Borrower of this Agreement and the other Loan Documents, or the validity or enforceability of this Agreement and the other Loan Documents to which it is a party, except for the recordation of this Agreement and the making of certain other filings with the FM, the filing of UCC financing statements in the appropriate recording offices by Agent or its counsel, and the making of all necessary registrations with the International Registry, including to register Agent’s security interest, security assignment and Lien in the Collateral, all of which shall have been duly effected as of the Closing Date or promptly thereafter; and (iv) will not result in the creation or imposition of any Lien on any of the assets of Borrower other than Agent’s security interest, security assignment and Lien created hereby with respect to the Collateral;

(d) this Agreement has been duly authorized, executed and delivered by Borrower and constitutes the legal, valid and binding obligation of Borrower, enforceable in accordance with its terms (including, without limitation, the grant of security interest in this Agreement), except to the extent that the enforcement of remedies may be limited under applicable bankruptcy, insolvency, fraudulent conveyance and transfer or moratorium laws and the equitable discretion of any court of competent jurisdiction;

(e) there are no proceedings pending or, so far as the officers, managers, or members of Borrower know, threatened in writing against or affecting Borrower or any of its property before any court, administrative officer or administrative agency that could impair Borrower’s title to the Aircraft, or that, if decided adversely, could reasonably be expected to have a Material Adverse Effect (collectively, a “Proceeding”) and to the knowledge of Borrower, Borrower has no pending claims and has no knowledge of any facts upon which a future claim may be based, against any prior owner, the manufacturer or supplier of the Aircraft, or of any Engine or Part for breach of warranty or otherwise;

(f) (i) Borrower has good and valid title to the Aircraft subject to no Liens other than Agent’s security interest, security assignment and Lien created hereby; (ii) Agent has a legal, valid and continuing perfected, first priority security interest, security assignment and Lien in the Collateral; and (iii) all filings, recordings, registrations or other actions necessary or desirable in order to establish, perfect and give first priority to Agent’s security interest, security assignment and Lien in the Collateral (including, without limitation, the filing of this Agreement and a FM Entry Point Filing Form International Registry (AC Form 8050-135)) with the FM and any registrations with the International Registry pursuant to the Cape Town Convention) have been duly effected, and all Impositions in connection therewith have been duly paid to the extent required to be paid on the Closing Date;

(g) there are no Registerable Interests registered with the International Registry with respect to any of the Collateral;

(h) Borrower has the power to grant the security interest, security assignment and Lien created hereby in the Collateral, each within the meaning of Article 7(b) of the Convention;

(i) (i) the Aircraft has been delivered to Borrower, is in Borrower’s possession and is, as of the Closing Date, unconditionally, irrevocably and fully accepted by Borrower, (ii) the Aircraft has been inspected by Borrower to its complete satisfaction and, without limiting the foregoing, the Aircraft (A) has been found to be airworthy and otherwise in good working order, repair and condition (normal wear and tear excepted) and fully equipped to operate as required under Applicable Standards for its purpose, and (B) is in conformity with the requirements of the Applicable Standards; (iii) all of the avionics set forth on Schedule A to Annex C attached hereto and made a part hereof are on board the Aircraft and are in proper working condition, and (iv) the Aircraft is primarily hangared at the location set forth on Annex B hereto;

(j) each of the Engines has at least 1,750 pounds of thrust or its equivalent;

2394767 2 (RK•244 SECURITY AGREEMENT)

.

. . 1000

(k) the Airframe is type certified by the FAA to transport at least eight people (including crew) or goods in excess of 2,750 kilograms; and

(I) the information contained in Annex C hereto (including the registration number of the Airframe, the serial numbers of the Airframe and the Engines, and manufacturer and model numbers of the Airframe and Engines) is true and accurate in all respects.

SECTION 2. Covenants. Borrower covenants and agrees that from and after the Closing Date and so long as any of the Obligations are outstanding:

2.1 Notices and Further Assurances. Borrower will, at its sole expense:

(a) promptly give written notice to Agent of (i) the occurrence of any Default or Event of Default; (ii) the occurrence of any Event of Loss; (iii) the commencement or threat of any Proceeding; (iv) any dispute between Borrower and any governmental regulatory body or other Person that involves the Aircraft or that might materially interfere with the normal business operations of Borrower; (v) any Material Damage concurrently with its report of same to the applicable governmental authority, and if no such report is required, within ten (10) days of the occurrence of such Material Damage, together with any damage reports provided to the FAA or any other governmental authority, the insurers or supplier of the Aircraft, and any documents pertaining to the repair of such damage, including copies of work orders, and all invoices for related charges; (vi) any Lien that attaches to the Aircraft and the full particulars of the Lien, within ten (10) days after Borrower becomes aware of such Lien; (vii) any change of the primary hangar location from that set forth in Annex B hereto, at least ten (10) days prior to any such change; (viii) any accident involving the Aircraft causing bodily injury or property damage to third parties, within five (5) days of such accident; (ix) the renewal or replacement of the insurance coverage required by this Agreement, at least ten (10) days prior to the policy expiration date for such insurance; and (x) any material change in the appearance or coloring of the Aircraft; and

(b) promptly execute and deliver to Agent such further instruments, UCC and FM filings and other documents, make, cause to be made and/or consent to all registrations with the International Registry and take such further action, as Agent may from time to time reasonably request in order to further carry out the intent and purpose of this Agreement and the other Loan Documents and to establish and protect the rights, interests and remedies created, or intended to be created, in favor of Agent hereby and thereby. Borrower hereby irrevocably authorizes Agent and any employee, officer or agent thereof, in such jurisdictions where such action is authorized by law, to effect any such recordation or filing without the signature of Borrower thereto. Borrower hereby further agrees that (i) it shall not change its presently existing legal name or its form or state of organization on or at any time after the date of this Agreement without Agent’s prior written consent, (ii) if its presently existing state organizational identification number changes on or at any time after the date of this Agreement, Borrower shall immediately notify Agent thereof, and (iii) it shall not change its presently existing mailing, chief executive office and/or principal place of business address on or at any time after the date of this Agreement without giving Agent fifteen (15) days’ prior written notice of the same. Borrower will pay, or reimburse Agent for, any and all fees, taxes, insurance premiums, costs and expenses of whatever kind or nature incurred in connection with the creation, preservation and protection of the Collateral and the perfection and first priority of Agent’s security interest, security assignment and Lien therein.

2.2 General Obligations. Borrower shall: (a) duly observe and conform to all requirements of Applicable Law relating to the conduct of its business and to its properties or assets, except where the failure to conform could not reasonably be expected to have a Material Adverse Effect; (b) duly observe and conform in all material respects to all requirements of Applicable Law relating to the Aircraft; (c) obtain and keep in full force and effect all rights, franchises, licenses and permits that are necessary to the proper conduct of its business in all material respects; (d) obtain and keep in full force and effect all rights, franchises, licenses and permits relating to the Aircraft; (e) remain a “citizen of the United States” within the meaning of the Transportation Code; (f) obtain or cause to be obtained as promptly as possible any governmental, administrative or agency approval and make any filing or registration therewith (including, without limitation, with the FM and the International Registry) required with respect to the

2394767 3 (RK-244 SECURITY AGREEMENT)

.

Commission of Children and the control of the county of .

and the same of the same of the same of the same . :

the control control control control and

and the control of the country Comments of the comments of the comments of and the control control of the control of the control of the control control control of the control of

. . . . - 2017-07-11 11:11:14 and the comments of the comments of 1

-:

performance of its obligations under this Agreement and the other Loan Documents to which it is a party or necessary for the conduct and operation of the Aircraft and its business; (g) cause the Aircraft to remain duly registered, in its name, under the Transportation Code; (h) pay and perform all of its obligations and liabilities when due; and (i) not discharge or allow to be discharged any international interest or other Registerable Interest created in favor of Agent.

2.3 Taxes. Borrower will file with all appropriate taxing authorities all Federal, state and local income tax returns that are required to be filed and all registrations, declarations, returns and other documentation with respect to any personal property taxes (or any other taxes in the nature of or imposed in lieu of property taxes) due or to become due with respect to the Aircraft. Borrower will (i) pay on or before the date when due all taxes as shown on said returns (other than any of the foregoing being contested in good faith by appropriate and diligent legal proceedings and for which appropriate reserves are maintained in accordance with GAAP) and all taxes assessed, billed or otherwise payable with respect to the Aircraft directly to the appropriate taxing authorities; (ii) pay when due all license and/or registration or filing fees, assessments, governmental charges and sales, use, property, excise, privilege, value added and other taxes (including any related interest or penalties) or other charges or fees now or hereafter imposed by any governmental body or agency upon Borrower or the Aircraft with respect to the landing, airport use, manufacturing, ordering, shipment, purchase, ownership, delivery, installation, leasing, chartering, operation, possession, use or disposition of the Aircraft or any interest therein; and (iii) pay when due all stamp, documentary, registration or other like duties or taxes now or hereafter imposed by any governmental authority on or in connection with this Agreement or the other Loan Documents (the items referred to in (i), (ii) and (iii) above being referred to herein collectively, as “Impositions’).

2.4 No Disposition of Collateral or Liens: Title and Security Interest: Sale of Aircraft. Borrower shall not sell, assign, enter into any Third Party Agreement, convey, mortgage, exchange or otherwise encumber, transfer or relinquish possession of or dispose of the Airframe, Engines (including all associated rights associated with or secured thereby and the related international interests), proceeds, any part thereof or any of the other Collateral or attempt or offer to do, or suffer or permit any of the foregoing until the Obligations shall have been indefeasibly paid in full. The foregoing shall not be deemed to prohibit the delivery of possession of the Aircraft, any Engine or Part to another Person for testing, service, repair, maintenance, overhaul or, to the extent permitted hereby, for alteration or modification. Borrower will not create, assume or suffer to exist any Liens on or with respect to the Aircraft, any Engine, APU, Part or any of the other Collateral, or Borrower’s interest therein other than Permitted Liens. Borrower will promptly take such action as directed by Agent to duly discharge any such Lien. Borrower will warrant and defend its good and marketable title to the Aircraft, free and clear of Liens other than Permitted Liens, and the perfection and first priority of Agent’s security interest, security assignment and Lien in the Collateral, against all claims and demands whatsoever.

Notwithstanding anything contained herein to the contrary, so long as no Event of Default or Default then exists:

(i) upon thirty (30) days’ prior written notice to Agent, Borrower may sell the Aircraft, provided that (x) on the sale date Agent receives in immediately available funds the Minimum Payment set forth on Annex G hereto corresponding to the month in which such sale occurs, together with any principal installment then due and payable under the Obligations and all interest accrued on the Obligations through the date of payment to Agent (collectively, the “Sale Payment”), first, to be applied to the payment in whole or in part of the Obligations in such order and manner as Agent may elect, and second, any excess remaining after such application, to be disbursed to Borrower; and (y) if the unpaid principal balance of any of the Notes is reduced by such Minimum Payment, the principal installments set forth in Exhibit A to such Note shall be deemed amended from and after the payment date immediately following the sale date to reflect the amortization of the then unpaid principal balance of such Note over the remaining payment dates as determined by Agent in its sole discretion; and

(ii) Borrower may charter the Aircraft to any customer of Borrower from time to time, in each case, subject, however, to the satisfaction of the following conditions: (A) Borrower shall hold a current and valid Air Carrier Certificate and Air Taxi Certificate (Part 298 Certificate) issued by the FAA; (B) Borrower shall

2394767 4 (RK-244 SECURITY AGREEMENT)

. and the comments of the country

and the control of the county of :

. .

: .

.

and the comments of the comments of 1. 1. 1. 1. 1.

and the state of the state of the state of the states of the states of the states and the same of the same be and remain in compliance with any and all Applicable Laws with respect to any such charter or any use and operation of the Aircraft under any charter agreement; (C) Borrower maintains appropriate insurance with regard to the operation of the Aircraft under Part 135 of the FARs (which insurance shall be in form and substance satisfactory in all respects to Agent in the exercise of its reasonable credit judgment); and (D) no charter exceeds thirty (30) days in duration; and

(iii) Borrower may make the Aircraft temporarily available to a fractional share owner participating in Borrower’s fractional share program pursuant to a master interchange agreement between Borrower and such fractional share owner (the “Interchange Agreement”), in each case, subject, however, to the following conditions: (A) Borrower shall hold a current and valid Air Carrier Certificate and Air Taxi Certificate (Part 298 Certificate) issued by the FAA and shall at all times be in full compliance with any and all applicable FARs and any other Applicable Laws with respect to the use and operation of the Aircraft under the Interchange Agreement and in Borrower’s fractional share program; (B) the Interchange Agreement entered into with such fractional share owner shall (1) not contain provisions that are inconsistent with the provisions of any of the Loan Documents or cause Borrower to breach any of its representations, warranties or agreements under any of the Loan Documents, (2) not convey any Lien on or any property right, title or other interest in the Airframe, the Engines or any of the other Collateral, other than the right to have the Aircraft made available to such fractional share owner pursuant to such Interchange Agreement, (3) be and remain subject and subordinate to Agent’s Lien in and with respect to the Collateral and Agent’s rights and remedies under the Loan Documents, and (4) not permit any further disposition of or Lien on the Airframe, the Engines or any of the other Collateral; and (C) such other terms and conditions as Agent deems reasonably necessary and appropriate; and

(iv) upon thirty (30) days’ prior written notice to Agent, Borrower may lease the Aircraft, subject, however, to the satisfaction of the following conditions (which conditions shall be satisfied prior to, and at all times during, any leasing of the Aircraft pursuant to the terms of this paragraph): (A) the lessee is and remains a solvent, domestic company; (B) any such lease shall be in full and complete compliance with Part 91 of the FARs or any other Applicable Standards with respect to any such lease or to the use and operation of the Aircraft under such lease; (C) a copy of any proposed lease is delivered to Agent and is in form and substance satisfactory in all respects to Agent; (0) Borrower and lessee duly execute and deliver to Agent, the Consent to Lease (the terms of which are hereby incorporated by their reference); (E) any such lease (1) constitutes a “true” lease under the UCC and other applicable commercial law and for the purposes of the Cape Town Convention, and not a grant of a “security interest” as such term is used in Section 1-201 (37) of the UCC, (2) expressly, and at all times remains, subject and subordinate to this Agreement and the rights of Agent hereunder and in and to the Aircraft, including, without limitation, any rights of Agent to repossess the Aircraft and to terminate such lease pursuant to Section 5 hereof, (3) does not permit any further leasing or other disposition, (4) does not permit any de-registration of the Aircraft from the FAA registry or registration of the Aircraft in the registry of the aviation authority or other governmental authority of any other nation, (5) does not contain provisions that are inconsistent with the provisions of this Agreement or cause Borrower to breach any of its representations, warranties or agreements under or in connection with this Agreement, (6) automatically terminates upon the occurrence of any Event of Default under this Agreement, and (7) otherwise conforms to the Consent to Lease; (F) Borrower does not convey any interest (except for any leasehold interest expressly permitted in this paragraph) in, or Lien on, the Aircraft; and (G) Borrower (1) shall not file or record, or permit or consent to the filing or recordation of, any such lease with the FAA, except for truth in leasing purposes under 14 CFR Section 91.23, and (2) shall not register, or consent to the registration of, any international interests or prospective international interests in connection with any such lease and/or the Aircraft with the International Registry or under the Cape Town Convention.

In no event shall the foregoing permitted chartering, leasing or other undertaking contemplated in this Section 2.4 reduce any of the obligations of Borrower or the rights of Agent or either Lender under this Agreement, and all of the obligations of Borrower shall be and remain primary and shall continue in full force and effect as the obligations of a principal and not of a guarantor or surety.

2.5 Use of Aircraft: Maintenance: Excess Use; Modifications; Loaner Engines: Identification. Security.

(a) Borrower will operate the Aircraft under and in compliance with Part 135 of the FARs, subject to the terms hereof. The Aircraft at all times will be operated by duly qualified pilots having satisfied all requirements established and specified by the FAA, the Transportation Security Administration, any other applicable governmental authority and the insurance policies required under this Agreement.

(b) Borrower will operate the Aircraft in a careful and proper manner in compliance with all Applicable Standards, including, without limitation, its operation, maintenance and security. The Aircraft shall not be operated, used or located outside the continental United States, except that it may be flown temporarily to any country in the world for any purpose expressly permitted under this Agreement. Notwithstanding the foregoing, the Aircraft shall not be flown, operated, used or located in, to or over any such country or area (temporarily or otherwise), (i) that is excluded from the insurance required hereunder (or specifically not covered by such insurance), (ii) with which the United States does not maintain favorable diplomatic relations, (iii) in any area of recognized or threatened hostilities, (iv) to the extent that payment of any claim under the insurance required hereunder directly or indirectly arising or resulting from or connected with any such flight, operation, use or location would be prohibited under any trade or other economic sanction or embargo by the United States of America, or Iv) in violation of this Agreement or any Applicable Standards, including any U.S. law or United Nations Security Council Directive.

(c) Borrower will, at its own expense, (i) maintain, inspect, service, repair, overhaul and test the Airframe, each Engine, any APU and each Part in accordance with Applicable Standards; (ii) make any alteration or modification to the Aircraft that may at any time be required to comply with Applicable Standards, to cause the Aircraft to remain airworthy or to maintain the Aircraft’s airworthiness certification; (iii) furnish all parts, replacements, mechanisms, devices and servicing required therefor so that the condition and operating efficiency of the applicable Airframe, Engine, APU or Part will at all times be no less than its condition and operating efficiency as and when delivered to Borrower, ordinary wear and tear from proper use alone excepted; (iv) promptly replace all Parts that become worn out, lost, stolen, taken, destroyed, damaged beyond repair or permanently rendered or declared unfit for use for any reason whatsoever; (v) maintain (in English) all Records in accordance with Applicable Standards; and (vi) enroll and maintain the Airframe in a Computerized Maintenance Monitoring Program and the Engines in the Engine Maintenance Program. All repairs, parts, replacements, mechanisms and devices so furnished shall immediately, without further act, become part of the Aircraft and subject to the security interest created by this Agreement. All maintenance procedures shall be performed by properly trained, licensed, and certified maintenance sources and maintenance personnel utilizing replacement parts approved by the FAA and the manufacturer of the applicable Airframe, Engine, APU or Part. Without limiting the foregoing, Borrower shall comply with all mandatory service bulletins and airworthiness directives by causing compliance to such bulletins and/or directives to be completed through corrective modification in lieu of operating manual restrictions. Borrower shall not discriminate in its maintenance of the Aircraft between the Aircraft and any other aircraft that Borrower may lease, own, operate or maintain.

(d) On or before the tenth (10th) day after each annual anniversary of the Closing Date, Borrower shall provide to Agent a report specifying the number of flight hours on the Airframe at the start of said year of operation and the number of flight hours on the Airframe at the end of said year of operation, in each case as determined by the Aircraft’s Hobbs meter. If the number of flight hours on the Airframe in any year of operation (based on a 12-month period commencing on the Closing Date and each 12-month period thereafter) is in excess of the flight hours limitation set forth on Annex B hereto, then Borrower shall pay Agent an amount equal to the per hour charge set forth on Annex B hereto for each flight hour during such 12-month period in excess of such flight hours limitation. Agent shall apply such payment as a partial prepayment of the Obligations without any prepayment penalty. Such payment shall be made to Agent on or before the thirtieth (30th) day after each annual anniversary of the Closing Date.

(e) Borrower will not make or authorize any improvement, change, addition or alteration to the Aircraft that will impair the originally intended function or use of the Aircraft, diminish the value of the Aircraft as it existed immediately prior thereto, or violate any Applicable Standard; and any Part,

2394767 6 (RK-244 SECURITY AGREEMENT)

the state with the state of the states and

Comments of the consisted on the control of

and the control of the county of : 100 million and the states of the states of the states of the states of the states of the states of the states of the states of the states of the states of the states of the

and the control control control of the control of :

. :

and the control control control of the control of the control of

mechanism, device or replacement added to the Aircraft in connection therewith shall immediately, without further act, become part of the Aircraft and subject to the security interest, security assignment and Lien created by this Agreement.

(f) Borrower shall prominently display on the Aircraft the FAA Registration number specified in Annex C hereto. If requested by Agent in writing, Borrower shall, at its expense, attach to the Aircraft a notice satisfactory to Agent disclosing Agent’s security interest in the Aircraft.

(g) In the event any Engine is damaged and is being repaired, or is being inspected or overhauled, Borrower, at its option, may temporarily substitute another engine of the same make and model as the Engine being repaired or overhauled (any such substitute engine being hereinafter referred to as a “Loaner Engine”) during the period of such repair or overhaul’ provided no Event of Default or Default then exists and (i) installation of the Loaner Engine is performed by a maintenance facility certified by the FAA and manufacturer with respect to an aircraft of this type, (ii) the Loaner Engine is removed, and the repaired or overhauled original Engine is reinstalled on the Airframe promptly upon completion of the repair or overhaul but in no event later than the earlier of ninety (90) days after removal or the occurrence of an Event of Default, and (iii) the Loaner Engine is free and clear of any Lien that might impair Agent’s rights or interests in the Aircraft and is maintained in accordance herewith.

(h) Borrower shall implement all security measures and systems required by any governmental authority, or by any insurance policies or that are necessary or appropriate for the proper protection of the Aircraft (whether on the ground or in flight) against theft, vandalism, hijacking, destruction, bombing, terrorism or similar acts. Upon Agent’s request (but without Agent having any obligation with respect to Borrowers compliance with the provisions of this Section 2.5(h)), Borrower shall provide Agent with evidence of Borrowers compliance with its obligations under this Section 2.5(h).

2.6 Insurance.

(a) Borrower agrees to maintain at all times, at its sole cost and expense, with insurers of recognized reputation and responsibility satisfactory to Agent (but in no event having an A.M. Best or comparable agency rating of less than “A-”):

(i) (A) comprehensive aircraft and general liability insurance against bodily injury or property damage claims including, without limitation, contractual liability, premises damage, public liability, death and property damage liability, public and passenger legal liability coverage, and sudden accident pollution coverage, in an amount not less than $150,000,000.00 for each single occurrence, and (B) personal injury liability in an amount not less than $25,000,000.00;

(ii) “all-risk” ground, taxiing, and flight hull insurance on an agreed-value basis, covering the Aircraft, provided that such insurance shall at all times be in an amount not less than the full replacement value of the Aircraft (as determined by Agent in its reasonable judgment) (such amount redetermined as of each anniversary of the Closing Date for the next succeeding year throughout the term of this Agreement); and

(iii) war risk and allied perils (including confiscation, appropriation, expropriation, terrorism and hijacking insurance) in the amount of 550,000,000 for liability insurance and in the amount required in paragraph (b) above for hull insurance.

(b) Any policies of insurance carried in accordance with this Section 2.6 and any policies taken out in substitution or replacement of any such policies shall (i) be endorsed to name Agent and Lenders as additional insureds as their interests may appear (but without responsibility for premiums), (ii) provide, with respect to insurance carried in accordance with Section 2.6(a)(ii) or (a)(iii) above, that any amount payable thereunder shall be paid directly to Agent as sole loss payee and not to Agent and Borrower jointly. (iii) provide for thirty (30) days’ (seven (7) days’ in the case of war, hijacking and allied perils) prior written notice by such insurer of cancellation, (iv) include a severability of interest clause providing that such policy shall operate in the same manner as if there were a separate policy covering

2394767 7 (RK-244 SECURITY AGREEMENT)

each insured, (v) waive any right of set-off against Agent and/or Lenders, and any rights of subrogation against Agent and/or Lenders, (vi) provide that in respect of the interests of Agent and Lenders in such policies, that the insurance shall not be invalidated by any action or inaction of Borrower or any other Person operating or in possession of the Aircraft, regardless of any breach or violation of any warranties, declarations or conditions contained in such policies by or binding upon Borrower or any other Person operating or in possession of the Aircraft, and (vii) be primary, not subject to any co-insurance clause and shall be without right of contribution from any other insurance. Notwithstanding clause (ii) of the preceding sentence, so long as no Default or Event of Default then exists and no Event of Loss with respect to the Aircraft has occurred, any amount payable to Agent pursuant to clause (ii) above shall be paid if (A) $200,000.00, or more, in the aggregate, to Agent and Borrower, jointly, as their interests may appear, and released by Agent to Borrower or other appropriate Persons in payment of the costs actually incurred with respect to repairs made to the Aircraft so as to restore it to the operating condition required by this Agreement, or shall be disbursed by Agent as otherwise required by this Agreement, or (B) less than $200,000.00 in the aggregate, to Borrower (and such amounts shall be applied by Borrower to pay the costs of such repairs). Borrower shall consult with Agent prior to agreeing to any settlement or adjustment of any claim in respect of damage, repair or other loss to the Aircraft, including, without limitation, the Airframe, Engines and any Part, where the cost of replacement or fair market value of the damage, repair or other loss to the Aircraft, including, without limitation, the Airframe, Engines and any Part, is in excess of $200,000.00.

(c) All of the coverages required herein shall be in full force and effect worldwide throughout any geographical areas to, in or over which the Aircraft is operated. Borrower shall not self-insure (by deductible, premium adjustment, or risk retention arrangement of any kind) the insurance required to be maintained hereunder. All insurance proceeds payable under the requisite policies shall be payable in U.S. Dollars. Borrower agrees that it shall obtain and maintain such other insurance coverages, or cause adjustments to be made to the scope, amount or other aspects of the existing insurance coverages, as promptly as practicable upon Agent’s request, as and when Agent, in the exercise of its good faith credit discretion, deems such additional insurance coverages or modifications to be appropriate in light of any changes in Applicable Standards, the insurance market, Borrower’s anticipated use of the Aircraft or other pertinent circumstances.

(d) Annually on or before the anniversary of the policy expiration date, Borrower shall furnish to Agent evidence of insurance coverage in form and substance reasonably satisfactory to Agent evidencing that Borrower has obtained the insurance coverages required herein for a twelve (12) month or greater period commencing from and after such anniversary date, and, if Agent shall so request, a copy of the applicable policies. In the event Borrower shall fail to maintain insurance as herein provided, Agent and/or Lenders may, at their option, provide such insurance, and Borrower shall, upon demand, reimburse Agent and/or Lenders for the cost thereof, together with interest at the highest default rate of interest provided for in the Loan Documents from the date of payment through the date of reimbursement.

2.7 Event of Loss.

(a) Upon the occurrence of any Event of Loss with respect to the Airframe and/or the Aircraft, Borrower shall notify Agent of any such Event of Loss within five (5) Business Days of the date thereof. Borrower shall pay Agent, within forty-five (45) days after the occurrence of such Event of Loss, in immediately available funds the greater of (i) all insurance proceeds received by Borrower in connection with such Event of Loss, and (ii) the Minimum Payment set forth on Annex G hereto corresponding to the month in which such payment occurs, together with any principal installment then due and payable under the Obligations and all interest accrued on the Obligations through the date of payment to Agent, first, to be applied to the payment in whole or in part of the Obligations in such order and manner as Agent may elect, and second, any excess remaining after such application, to be disbursed to Borrower; and (y) if the unpaid principal balance of any of the Notes is reduced by such Minimum Payment, the principal installments set forth in Exhibit A to such Note shall be deemed amended from and after the payment date immediately following the sale date to reflect the amortization of the then unpaid principal balance of such Note over the remaining payment dates as determined by Agent in its sole discretion. Upon indefeasible payment in full of such amounts and so long as no Event of Default has occurred and is continuing, the

2394767 8 (RK-244 SECURITY AGREEMENT)

100 - 100 - 100 -

Career Comments of Children . 1 and the comments of the comments of

complete the state of the states . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

. 1 . 100000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000 Comments of the comments of and the country of the county of

and the control control and the control of and the comments of the comments of :

:

:

Aircraft shall be released from the security interest of this Agreement, and Agent shall discharge all registrations with the International Registry with respect to the Aircraft.

(b) Upon an Event of Loss with respect to any Engine or APU under circumstances in which there has not occurred an Event of Loss with respect to the Airframe, Borrower shall, within thirty (30) days after the occurrence of such Event of Loss, replace such Engine or APU, as applicable, and grant to Agent a first priority security interest and security assignment in a similar or better engine or auxiliary power unit, as applicable. Such engine or auxiliary power unit, as applicable, shall be of the same make and model number as the Engine or APU suffering the Event of Loss and shall be free and clear of all Liens and shall have a value, utility and useful life at least equal to, and be in as good an operating condition as, the Engine or APU suffering the Event of Loss, assuming such Engine or APU was in the condition and repair required by the terms hereof immediately prior to the occurrence of such Event of Loss. Borrower, at its own cost and expense, shall fumish Agent with such documents to evidence such conveyance and make such filings as Agent shall request to subject such engine or auxiliary power unit, as applicable, to the lien of this Agreement. Each such replacement engine or auxiliary power unit, as applicable, shall, after such conveyance be deemed an “Engine” or “APU” (as defined herein), as applicable, and shall be deemed part of the same Aircraft as was the Engine or APU replaced thereby.

(c) Agent shall be entitled to receive and retain all proceeds payable by any insurer with respect to an Event of Loss, by any manufacturer with respect to a Retum to Manufacturer or by any governmental authority with respect to any Requisition of Use, as the case may be; provided, however, that so long as no Default or Event of Default then exists and Borrower has complied with the provisions of this Section 2.7, then Agent shall remit such proceeds to Borrower.

(d) If the Airframe, any Engine, APU or major Part has suffered any damage requiring the FM to be notified of such damage by use of an FAA Form 337 or otherwise, then within ten (10) days of such notification to the FM, Borrower shall notify Agent of such damage, and Agent and. Borrower shall consult for the purpose of determining the diminished value of the Aircraft resulting from such damage history. The diminished value of the Aircraft shall be the amount by which the fair market sales value of the Aircraft without such damage history exceeds the fair market sales value of the Aircraft with such damage history. For purposes hereof, fair market sales value shall be determined on the following basis: (i) the value shall be the amount which would be obtained in an arm’s length transaction between an informed and willing buyer (who is not a used aircraft dealer), and an informed and willing seller under no compulsion to sell; (ii) the costs of removal of the Aircraft from its then location shall not be a deduction from such value; and (iii) in determining any such value, it shall be assumed (whether or not the same be true) that the Aircraft has been maintained by Borrower and is in the condition in which it is required to be in accordance with this Agreement and that the total number of Airframe flight hours (including any component with hourly overhaul schedules) accumulated from the Closing Date to the date of such damage do not exceed the product of the flight hours limitation set forth in Annex B hereto times the number of twelve month periods and any portion thereof from the Closing Date to such date.

Within ten (10) days after Borrower and Agent agree upon the diminished value of the Aircraft, Borrower shall pay Agent the amount of such diminished value, which payment Agent shall apply as a partial prepayment of the Obligations without any prepayment penalty. If Borrower and Agent cannot agree on the diminished value of the Aircraft within ten (10) days after notification of such damage to the FM, then Agent shall appoint an independent appraiser (reasonably acceptable to Borrower) to determine such value. Borrower agrees to pay the costs and expenses of any such determination and appraisal. The independent appraiser shall be required to complete such determination as promptly as practicable, but in any event, not later than forty (40) days after the date on which it is appointed. A final determination by the independent appraiser regarding the extent of any diminished value of the Aircraft shall be binding on Borrower and Agent. Within ten (10) days after the independent appraiser’s determination of the diminished value of the Aircraft, Borrower shall pay Agent the amount of such diminished value, which payment Lenders shall apply as a partial prepayment of the Obligations without any prepayment penalty.

2394767 9 (RK-244 SECURITY AGREEMENT)

and the control of the county of 100 million and the states of the states of the states of the states of the states of the states of the states of the states of the states of the states of the states of the

and the comments of the country of 1

100 million in the state

. 1000 - 1000

1999 - 1999 - 1999 .

SECTION 3. Security Interest: Power of Attorney: Inspection: Release of Lien.

3.1 Grant of Security Interest. As collateral security for the prompt and complete payment and performance as and when due of all of the Obligations and in order to induce Lenders to amend the Existing Documents, Borrower hereby grants, pledges and assigns to Agent (for the benefit of Lenders) a first priority security interest, security assignment and Lien, in, against, under and with respect to all of Borrower’s right, title and interest in, to and under all of the following collateral, whether now existing or hereafter acquired (collectively, the “Collateral”): (i) the Aircraft, including the Airframe, each of the Engines, the API) and the Records; (ii) the Parts; (iii) any and all present and future Third Party Agreements; (iv) any and all other associated rights secured by or associated with the Airframe and/or the Engines, together with any related international interests; and (v) all proceeds of the foregoing. The foregoing shall not be deemed in any way whatsoever as an agreement by Agent or Lenders to permit or allow Borrower to enter into any Third Party Agreements, and Borrower shall only be allowed to enter into any of the foregoing in accordance with the terms of this Agreement. Notwithstanding anything to the contrary contained herein or otherwise, neither Agent nor either Lender assumes, by virtue of this Agreement or otherwise, any obligations, liabilities and/or duties of any kind whatsoever of Borrower (and/or of any other Person) under, or with respect to, the Collateral, and neither Agent nor either Lender shall be responsible in any way whatsoever for the performance of any obligations, liabilities and/or duties of any kind whatsoever by Borrower (and/or by any other Person) in connection with, relating to, or arising under, the Collateral.

3.2 Agent Appointed as Attorney-in-Fact. Borrower hereby irrevocably constitutes and appoints Agent and any employee, officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full power and authority in the place and stead of Borrower and in the name of Borrower or in its own name, from time to time in Agent’s sole discretion, for the purpose of carrying out the terms of this Agreement, and Borrower hereby further irrevocably authorizes Agent and any employee, officer or agent thereof to take any and all appropriate action and to make, execute, deliver, file and/or record any and all instruments or documents (including, without limitation, any FAA filings, UCC financing statements or UCC amendments or any control agreements) and to make, cause to be made and/or consent to all registrations with the International Registry that may be necessary or desirable to accomplish the purposes of this Agreement or any of the other Loan Documents. This appointment is coupled with an interest, is irrevocable and shall terminate only upon indefeasible payment and performance in full of all of the Obligations. Without limiting the generality of the foregoing, Borrower hereby further agrees that (i) Agent shall have authority, during the continuance of an Event of Default, to endorse Borrowers name on any checks, notes, drafts or any other payments or instruments relating to the Collateral and constituting Collateral that come into Agent’s or either Lenders possession or control and to settle, adjust, receive payment and make claim or proof of loss and (ii) Borrower shall not file or record any corrective or termination statements with respect to any UCC financing statements, amendments or assignments or control agreements filed or recorded by or for the benefit of Agent with respect to any of

This document was truncated for web display. See the linked source PDF for the complete record.