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amended, amended and restated, joined, supplemented or otherwise modified from time to time, the "Credit and Security Agreement"), pursuant to which Mortgagee has agreed to make certain loans and advances to the Grantor subject to the terms and conditions set forth therein; NOW, THEREFORE, to secure indeb

and 17 EFTA_00245634 EFTA01330097 SONY_GM_02758713 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245635 EFTA01330098 U.S. DEPARTMENT OF TRANSPORTATION FE Iv R M. AVIATION ADMINISTRAllON CROSS-REFERENCE—RECORDATION RECORDED CONVEYANCE FILED IN: \NUM: 4t7L\ 3ERIALNUM: RR-230 MFR: MOD RAYTHEON

COND LIEN AIRCRAFT MORTGAGE AND SECURITY AGREEMENT dated as of December _7_, 2007 made by FLIGHT OPTIONS, LLC in favor of FO FINANCING, LLC as Mortgagee NJ 228,303 800W 0O as SDNY_GM_02758928 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245850 EFTA01330313 A v x o •

and 17 EFTA_00245846 EFTA01330309 SDNY_GM_02758925 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245847 EFTA01330310 U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION CROSS-REFERENCE-RECORDATION SEE CONVEYANCE NO FILING DATE: This form is to be used in cases where a conveyance c

bove, full title and right of possession to the Mortgage Collateral, including the Aircraft so sold shall (subject to any retention of title by the Mortgagee as part of the terms of such sale) pass to the accepted purchaser forthwith upon the completion of such sale, and the Grantor shall deliver, in acc

and 17 EFTA 00248375 EFTA01331893 SDNY_GM_02761454 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248376 EFTA01331894 U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION CROSS-REFERENCE—RECORDATION RECORDED CONVEYANCE FILED IN: NNUM: 4931.X SEIUAL NUM: MFR : MODEL: AIR CARRIER:

in Section 2 hereof. "Obligations": such term as defined in the Credit and Security Agreement, including without limitation all amounts due to the Mortgagee arising under or related to this Mortgage. "Parts": at any time, all parts, components, equipment, instruments, appliances, avionics, radio and rad

uvuniaaa 141/1/084 lt d HIM8 0;lej SDNY_GM_027616043 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248522 EFTA01332040 U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION CROSS-REFERENCE—RECORDATION ItECORDED CONVEYANCE FILED IN: NNUM: 793TA SERIAL NUM: RE-244 MFR: RAYTHEON AIRCRAF

NJ ra 4.7 Reserved. 4.8 Inspection. Subject to the provisions of Section 10 of the Term Note Agreement, the Grantor shall permit the Mortgagee by its officers or agents to inspect the Mortgage Collateral, including the Aircraft, and the Grantor's documents and records relating thereto, at a

and 17 EFTA 00248569 EFTA01332087 SDNY_GM_02761648 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248570 EFTA01332088 U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION 'RECORDED CONVEYANCE FILED IN: NNUM: 793TA SERIAL NUM: RK-244 EO MODEL: 4 MFR: RAYTH00A N AIRCRAFT COMPANY

in Section 2 hereof. "Obligation(': such term as defined in the Credit and Security Agreement, including without limitation all amounts due to the Mortgagee arising under or related to this Mortgage. "Parts": at any time, all parts, components, equipment, instruments, appliances, avionics, radio and rad

Lou NOII,VkilS1038 YYJ Hit* 03113 SDNY_GM_02755826 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA _00242748 EFTA01327864 U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION CROSS-REFERENCE-RECORDATION RECORDED CONYETA.NCE FILED IN: 1/4;NUM: 7931A SERIAL NUM: RI4-244 MIR: RAYTHEON AIR

bove, full title and right of possession to the Mortgage Collateral, including the Aircraft so sold shall (subject to any retention of title by the Mortgagee as part of the terms of such sale) pass to the accepted purchaser forthwith upon the completion of such sale, and the Grantor shall deliver, in acc

00012438 DOCUMENT LEVEL ANNOTATIONS FOR DOCUMENT ARE001839192 SEE RECORDED CONVEYANCE AM000500 ET AL ZSC3921 PG 195 EFTA00012439 EFTA00012440 U.S. DEPARTMENT OF TRANSPORTATION FEDI R.V. AVIATION ADMINISTRATION CROSS-REFERENCE-RECORDATION RECORDED CONVEYANCE FILED IN: VNUM: 493LX SERIAL NUM: MFR: MODEL: AIR CARRIER: T

in Section 2 hereof. "Obligations": such term as defined in the Credit and Security Agreement, including without limitation all amounts due to the Mortgagee arising under or related to this Mortgage. "Parts": at any time, all parts, components, equipment, instruments, appliances, avionics, radio and rad

ed IVIC) Jul/24/200B fl EFTA00012585 PLED WITH F4tt: AIRCRAFT REDISTRAfION ER 2008 JUL 14 NI 11 00 OKLAHOMk.CITY • 01(1.4OMA EFTA00012586 U.S. DEPARTMENT OF TRANSPORTATION 121:121 R.V. AVIATION ADMINISTRATION CROSS-REFERENCE-RECORDATION tECORDED CONVEYANCE FILED IN: INUM: 793TA SERIAL NUM: RK-244 RAYT h1O DE ' D

4.7 Reserved. 4.8 Inspection. Subject to the provisions of Section 10 of the Term Note Agreement, the Grantor shall permit the Mortgagee by its officers or agents to inspect the Mortgage Collateral, including the Aircraft, and the Grantor's documents and records relating thereto, at a

0012632 DOCUMENT LEVEL ANNOTATIONS FOR DOCUMENT ARE000303922 ORIG #9911 RET'D M & T $15.00 12/13/2007 073471358451 EFTA00012633 EFTA00012634 U.S. DEPARTMENT OF TRANSPORTATION 121:1)1 RAI, AVIATION ADMINISTRATION CROSS-REFERENCE-RECORDATION tECORDED CONVEYANCE FILED IN: INUM: 793TA SERIAL NUM: RK-244 RAYT h1O DE' DEL